Terms and Conditions
In these Conditions:
In these Conditions:
1.1 Authorized Persons means the Recipient's officers, employees, financiers and contracted professional advisers who reasonably require access to Confidential Information for the purposes of this Contract.
1.2 Business Day means a day that is not a Saturday, Sunday, or public holiday in the United States.
1.3 Confidential Information means all Information relating to the affairs of the Provider disclosed or made available to the Recipient or an Authorized Person by or on behalf of the Provider for the purposes of this Contract and includes:
1.3.1 Information that is by its nature confidential;
1.3.2 Information that is identified as confidential;
1.3.3 Information that the Recipient or Authorized Person knows or ought to know is confidential;
1.3.4 Information comprised in or relating to any Intellectual Property Rights of the Provider or any other person;
1.3.5 Information relating to the financial position of the Provider or any other person;
1.3.6 Information that has any actual or potential commercial value to the Provider or to any other person; and
1.3.7 Derived Information.
1.4 Client means the Client specified in the Quotation or if there is no such quotation, or there is no Client specified in the quotation, the receiver of the Services from Red Queen SEO and includes any servants, agents, or contractors acting on behalf of the Client where the context permits.
1.5 Conditions means these terms and conditions.
1.6 Consequential Loss includes any loss of data or profits, loss of anticipated savings, economic loss or interruption of business or any other indirect or consequential loss.
1.7 Contract means a contract for the supply of Services in accordance with these Conditions, as evidenced by the acceptance of any Proposal and Quotation in accordance with clause 3 from the Client to Red Queen SEO.
1.8 Derived Information means any information derived or produced by the Recipient or any Authorized Person wholly or partially from any Confidential Information.
1.9 Disbursements means third party costs incurred by Red Queen SEO on behalf of the Client which from time to time may be listed in the Quotation or otherwise advised to the Client by Red Queen SEO in writing.
1.10 DocuSign means the website www.docusign.com, or any other website operated by DocuSign from time to time.
1.11 End Date means the end date specified in the Quotation, unless automatically renewed in accordance with clause 6.2.
1.12 Red Queen SEO means Queen Media Strategies, LLC, doing business as Red Queen SEO.
1.13 Implied Terms means any guarantees, conditions, warranties or other terms implied by any State or local laws, or the laws of any other jurisdiction.
1.14 Information means information of any nature, knowledge, technology, ideas, technical data, concepts, techniques, processes, formulae, expertise, models, drafts and diagrams, drawings, computer programs, source codes, object codes, user manuals, programming manuals, modification manuals, flow charts, software listings, trade secrets, inventions, discoveries, designs, methods, knowhow, and any other scientific, computing, technical or manufacturing information and data whether recorded or not.
1.15 Intellectual Property and Intellectual Property Rights include property and rights in connection with copyright (including future copyright and rights in the nature of or analogous to copyright), know-how, trade mark, service mark, design, inventions (including patents), semi-conductor or circuit layout rights, trade, business or company names, or other proprietary rights, or any rights to registration of such rights (including all renewals and extensions) whether created before or on or after this agreement.
1.16 Liabilities means liabilities, losses, damages, actions, causes of action, arbitrations, claims, orders, judgments, outgoings, costs (including legal costs calculated on a solicitor and own client basis) and expenses, whether present or future, actual or contingent.
1.17 Proposal means any Proposal for Services put forward by Red Queen SEO to the Client, which will be subject to a Quotation and these Conditions.
1.18 Provider means a party who discloses or authorizes the disclosure of Information for the purposes of this Contract.
1.19 Quotation means a quotation supplied by Red Queen SEO to the Client in respect of the Services.
1.20 Recipient means a party to whom Information is disclosed for the purposes of this Contract.
1.21 Services means the services provided by Red Queen SEO, being a full-service digital marketing agency specializing in SEO, Google Ads, Facebook Ads, sales funnels, branding and corporate identity development and website development, to the Client from time to time and which are the subject of a Quotation.
1.22 SEO means Search Engine Optimisation.
1.23 Start Date means the start date for the Services as outlined in the Quotation.
1.24 Term means the term during which Red Queen SEO will provide the Services to the Client, which will commence on the Start Date and end on the earlier of the End Date and the date of cancellation of the Contract in accordance with these Conditions.
2.1 These Conditions apply to all Services provided by Red Queen SEO from the date of publication of these Conditions to Red Queen SEO's Clients and the Client is deemed to have read and accepted these Conditions when accepting a Proposal and Quotation in accordance with clause 3.
2.2 These Conditions shall prevail over all inconsistencies in a Proposal and Quotation, unless Red Queen SEO expressly agrees otherwise and that agreement is acknowledged in writing.
2.3 Red Queen SEO may vary these Conditions and any such variations will have effect from the date of publication to the Clients of Red Queen SEO.
3. Acceptance of the contract
3.1 The Client is deemed to have accepted the Quotation provided by Red Queen SEO and the terms of the Contract by:
3.1.1 acceptance by e-signing through DocuSign;
3.1.2 signing and returning the acceptance contained in the Quotation; or
3.1.3 making any payment or part-payment to Red Queen SEO for the Services; or
3.1.4 instructing Red Queen SEO verbally to commence or continue providing the Services;
3.1.5 providing a written acceptance, whether by post, email correspondence, fax or other means, stating that the Client accepts the Quotation or instructing Red Queen SEO to commence providing the Services; or
3.1.6 paying any invoices for payment issued by Red Queen SEO calculated by the terms of this Contract.
4. Provision of the Services
4.1 Any timeframes for provision of the Services made known to the Client are estimates only and Red Queen SEO is not liable for late provision or non-provision of the Services.
4.2 The Client may cancel an accepted Quotation for Services if Red Queen SEO is unable to deliver the Services within 90 days of any specified timeframe for the provision of Services.
4.3 Except where clause 4.2 applies:
4.3.1 Red Queen SEO is not liable for any loss, damage or delay occasioned to the Client or its customers arising from late or non-provision of the Services;
4.3.2 late provision or non-provision does not vary these Conditions or relieve the Client from its obligations to accept and pay for the Services.
5. Information and materials provided by the client for the services
5.1 The Client is to provide Red Queen SEO with any and all information, material and access that is reasonably requested by Red Queen SEO in the timeframe and manner specified by Red Queen SEO.
5.2 The Client warrants that such material or information provided is true and correct and that it does not violate any laws or infringe the rights of any third party
5.3 If the Client fails to provide the information, access and/or materials within the timeframe specified by Red Queen SEO then Red Queen SEO, in its sole and absolute discretion, may charge the Client additional costs as a result of this delay.
5.4 The Client warrants that it owns or is licensed all intellectual property rights in the information and/or materials provided and indemnifies Red Queen SEO against any claim that may be made if the Client is in breach of this clause. The Client warrants that the information and/or materials provided is compliant with clause 24 of these Conditions.
6. Term of the services and automatic renewal
6.1 The Quotation will outline the Term for the Services to be provided by Red Queen SEO to the Client, which Term will begin on the Start Date and end on the End Date unless canceled earlier in accordance with clause 4.2 or clause 21.
6.2 The Term can be automatically renewed at any time by Red Queen SEO advising the Client in writing of the extension of the Term, including the proposed extended term, pricing and payment details, and the Term will be automatically renewed in accordance with the terms of the written notice unless the Client advises Red Queen SEO in writing within ten (10) Business Days of the date of such notice of automatic renewal that it does not wish for such automatic renewal of the Term to take place.
6.3 The terms of this Contract will apply to any extension of the Term.
7. No guarantee of success of the services
7.1 Red Queen SEO will exercise all due care and skill in performing the Services but makes no warranty that the delivery of the Services will:
7.1.1 result in their website being highly ranked organically or their Google Ads being the first that appear;
7.1.2 result in an increase in the business (and profits of the business) of the Client;
7.1.3 result in an increase in the exposure of the brand of the Client;
7.1.4 increase the social media following of the Client;
7.1.5 result in an increase in sales as a result of the sales funnels created;
7.1.6 boost the public profile of the Client; or
7.1.7 result in the Client obtaining any other desired outcome.
8.1.1 Red Queen SEO does not warrant that any website it creates for the Client (Website) will be mobile responsive for all devices nor does it guarantee that the website created will be suitable for every website browser.
8.1.2 Red Queen SEO does not guarantee the integration, functionality and continual operation of third party integrations, applications, plug-ins and software (Third Party Platforms) that are installed on the Website. Red Queen SEO will not be responsible for any loss or damage suffered or incurred as a result of such failure in these Third Party Platforms. The Client also acknowledges and agrees that their activities and use of these Third Party Platforms may be subject to additional terms of service for each Third Party Platform.
8.1.3 Red Queen SEO Media does not warrant or guarantee that the Website created for the Client will include accessibility features or be compliant with any legal requirements to include accessibility features. The Client acknowledges and agrees that it will be up to the Client to ensure there are accessibility features on the Website, if required, and that it complies with any legal requirements in respect of accessibility features.
8.1.4 Red Queen SEO Media recommends that the Client takes out their own insurance policy which covers cyber hacking and loss of business caused by any hacking or failure of the Client's website.
8.1.6 It is the Client's responsibility to ensure that the domain name for the Website is secured and that they continue to renew and pay for the renewal of such domain name. If the domain server fails, Red Queen SEO is indemnified by the Client for any and all liability, loss or damage that may be suffered as a result of such failure.
8.1.7 If a Client has an existing website and they ask Red Queen SEO, as part of the Services, to make amendments or upgrades to that website then Red Queen SEO does not guarantee that the amendments or upgrades they made will work and will not be liable for any failure of that website.
8.1.8 The Client gives Red Queen SEO permission to access and use their information to third party services that are to be included on their website and to store any login credentials for that service.
8.1.9 Red Queen SEO does not have any relationship with users of the Client's website (End Users) therefore Red Queen SEO is not responsible for how the Client handles information on the End Users. The Client is responsible to provide notification to their End Users, and to the relevant authorities if required, of any security breach.
8.1.10 Elements of the Website and Third Party Platforms may automatically update from time to time and the Client agrees to receive such updates.
8.1.11 The Client must not reverse engineer the software or website produced by Red Queen SEO.
8.2 Building the Website
8.2.1 If the Client instructs Red Queen SEO to transfer the contents of an old website to their new one, or to transfer their website in any manner, then the transfer of this website will be at the sole and absolute risk of the Client and if any data is lost through this process then the Client will indemnify Red Queen SEO for any resulting loss or damage as a result of the same.
8.2.2 The number of revisions of the draft website that will be offered by Red Queen SEO to the Client will be outlined in the Proposal. If the Client wants further revisions or amendments made the website in excess of the number outlined in the Proposal then such revisions will be charged to the Client at Red Queen SEO's hourly rate, which hourly rate Red Queen SEO will advise to the Client in writing before they proceed to work on such revisions.
8.2.3 If, during the build of the website, a critical error occurs through no fault of Red Queen SEO then the Client will indemnify Red Queen SEO from any liability, loss or damage that occurs as a result of such critical error.
8.3 Handover of the Website
8.3.1 Once Red Queen SEO have completed creation of the website they will pass control of the website over to the Client. From this point in time Red Queen SEO will no longer be involved in the maintenance, updating and operation of the website. It will be up to the Client to continue to maintain and update the website and Red Queen SEO will not be liable for any failure of the website, or for any error caused by the Client failing to operate or update the website correctly.
8.3.2 Once the website is completed by Red Queen SEO and handed over to the Client it will be owned by the Client, subject to Red Queen SEO retaining intellectual property rights in the website design in accordance with clause 24.
8.3.3 After the website is handed over to the Client, the Client will be responsible for all backup and security of the website and Red Queen SEO will have no liability for this.
8.3.4 If the Client requires any amendments to be made to the website by Red Queen SEO after the website is handed over then such works will be charged at Red Queen SEO's hourly rate, which Red Queen SEO will advise to the Client in writing.
8.3.5 Red Queen SEO will be in no way liable for any loss, damage, demand, liability, claim or expense made against the Client by any third party as a result of the way in which the Client uses the website, including the content posted on the website.
8.4 Ongoing works for websites produced by Red Queen SEO
8.4.1 The Client can request that Red Queen SEO provide ongoing services in respect of the website, which services will be agreed between Red Queen SEO and the Client. Such service will be provided for the monthly fee as provided in writing from Red Queen SEO to the Client.
9. Branding and corporate identity development
9.1 Whilst Red Queen SEO can assist the client with branding and corporate identity development, including the development of a logo for the Client, it cannot guarantee that this will result in increased sales or business for the Client.
9.2 Red Queen SEO will use its best endeavors to ensure that any logo designed for the Client does not impede on the intellectual property rights of any third party.
9.3 Red Queen SEO will develop the branding and corporate identity of the Client based on the information and materials provided by the Client in accordance with clause 5.
9.4 Once Red Queen SEO has created a logo for the Client:
9.4.1 it will transfer all ownership rights in the logo to the Client upon the invoice/s issued to the Client in respect of these Services being paid for in full;
9.4.2 if the Client requires Red Queen SEO to sign any documents to effect clause 9.4.1, the Client must have these documents prepared at their own cost. If Red Queen SEO are concerned in respect of any terms of this documentation it may seek its own independent legal advice and will reserve its rights to pass this cost onto the Client; and
9.4.3 it is the Client's responsibility to ensure that they do all that is necessary to secure their ownership rights in the logo, including registering any trade mark for the logo.
10. Google Ads
10.1 Whilst Red Queen SEO can prepare Google Ads for the Client, Red Queen SEO cannot guarantee the number of clicks any Google Ad will receive.
10.2 Red Queen SEO will research the business of the Client and use high traffic keywords to create the Google Ad.
10.3 The Client's website may affect the performance of the Google Ad, its positioning and conversions.
10.4 Google Ads will be charged per click, and the Client's credit card will be provided for these charges to be made as a disbursement in accordance with clause 17.
10.5 If there is a special offer made by the third party advertisement engine promoter, Red Queen SEO does not guarantee that such offer will be ongoing or continuous and such promotion will be in the control of the third party.
10.6 Any account established for the purpose of these advertisements will be an account owned and controlled by Red Queen SEO.
10.7 When the Client cancels the Service or at the expiry of the Term, Red Queen SEO will pause the account and paid advertisements and remove the credit card details of the Client after the last bill is issued for the paid advertisements to date.
10.8 Red Queen SEO cannot control where a paid advertisement gets reposted.
10.9 Images used by Red Queen SEO in any paid advertisements are to be royalty-free images and will either be stock pictures or pictures that are taken from Red Queen SEO's website or social media pages. The Client may also provide such images to Red Queen SEO for their use. The terms of clauses 24.4 and 24.6 will apply to these images.
10.10 Any Google Ads account will be subject to the terms and conditions of Google.
10.11 The Client acknowledges that Google has the ability to reserve the right to refuse advertisements for any reason. In the event of such refusal the Client acknowledges and agrees that it will remain liable to pay the fees of Google as well as those of Red Queen SEO.
11. Facebook Ads
11.1 Whilst Red Queen SEO can prepare Facebook Ads for the Client, Red Queen SEO cannot guarantee the number of clicks any Facebook Ad will receive, or the impressions or placement of the Facebook Ad produced by Red Queen SEO for the Client.
11.2 Red Queen SEO will research the business of the Client and use high traffic keywords to create the Facebook Ad.
11.3 The Client's website may affect the performance of the Facebook Ad, its positioning and conversions.
11.4 Facebook Ads will be charged per click, and the Client's credit card will be provided for these charges to be made as a disbursement in accordance with clause 17.
11.5 The Client will need to provide Red Queen SEO with access to its Facebook account for the purpose of creating and posting the Facebook Ads.
11.6 Red Queen SEO cannot control where a paid advertisement gets reposted.
11.7 Images used by Red Queen SEO in any paid advertisements are to be royalty-free images and will either be stock pictures or pictures that are taken from Red Queen SEO's website or social media pages. The Client may also provide such images to Red Queen SEO for their use. The terms of clauses 24.4 and 24.6 will apply to these images.
11.8 Any Facebook account and Facebook Ads will be subject to the terms and conditions of Facebook.
11.9 The Client acknowledges that Facebook has the ability to reserve the right to refuse advertisements for any reason. In the event of such refusal the Client acknowledges and agrees that it will remain liable to pay the fees of Facebook as well as those of Red Queen SEO.
12. Sales Funnel
12.1 Red Queen SEO will use its best endeavors to ensure that the sales funnels it creates will result in sales for the Client, but it cannot guarantee the success of these sales funnels.
12.2 Red Queen SEO owns all intellectual property in its sales funnels works and has no obligation to show the Client what it does for the purpose of its sales funnel.
12.3 The Client acknowledges that the sales funnel service provided is an intangible service.
12.4 In order for the sales funnel to work effectively, this will depend on the content of the Client's website, the performance of any advertising undertaken by the Client (including but not limited to Google Ads and Facebook Ads), and their SEO. Red Queen SEO is not responsible for websites and SEO that is not created by them and which may result in the sales funnels being unsuccessful.
13.1 The Client acknowledges that SEO listings are organic, meaning there is no way to control how a page is listed through SEO, and SEO is merely a tool to help organic growth and listings of the Client's website.
13.2 Red Queen SEO may arrange for blogs to be published including links to the Client's website, and information about their products or services to assist in the process of improving the Client's SEO. This will result in back links being added to the Client's website, which the Client approves of by instructing Red Queen SEO to provide SEO services to them. Red Queen SEO has no control over what these back links and blogs will contain nor can they control whether they will continue to stay live.
13.3 The Client understands that if their website is hacked this will cause their SEO rankings to drop and this will be at no fault of Red Queen SEO.
13.4 Red Queen SEO cannot control any negative SEO that a competitor may use against the Client and does not guarantee that they can remedy any negative SEO.
13.5 Red Queen SEO owns all intellectual property in its SEO works and has no obligation to show the Client what it does for the purpose of its SEO.
13.6 When the Term expires or the Client cancels the Contract, Red Queen SEO will not be responsible for the removal of any SEO or external links created.
13.7 The Client acknowledges that the SEO service provided is an intangible service.
13.8 If there is any amendment by third parties and their requirements of SEO, Red Queen SEO does not guarantee that their SEO practices will mirror the same.
15. General limitation on liability
15.1 Red Queen SEO shall not be liable for any guarantee, warranty or representation as to the quality, performance, and fitness for purpose or otherwise of any Services unless expressed in writing and any such warranty or representation shall be limited to its express terms.
15.2 None of the Implied Terms apply to any Contract except to the extent that they cannot be lawfully excluded.
15.3 Red Queen SEO's liability for breach of any provision of any such Contract or for breach of any Implied Terms which by force of law cannot be excluded from applying to any such Contract is limited at the option of Red Queen SEO to repairing or re-supplying the Services which have been found defective, or, paying the cost of re-supplying the Services which have been found defective.
15.4 Red Queen SEO is not liable in tort for any loss or damages suffered by the Client or by any third party.
15.5 In no circumstance whatsoever shall Red Queen SEO be liable to the Client or to any third party for any Consequential Loss in connection with any Contract or Implied Terms and the Client will keep Red Queen SEO fully indemnified against any claim made against Red Queen SEO by the Client or a third party for Consequential Loss.
17.1 Any disbursements incurred by Red Queen SEO in providing the Services to the Client will be due and payable by the Client and will be in addition to the price of the Services provided by Red Queen SEO unless otherwise advised in writing.
17.2 Red Queen SEO may require such Disbursements, whether estimated or actual pricing, to be paid for in part or in full before Red Queen SEO incurs any Liability for the Disbursements.
17.3 Red Queen SEO may, from time to time, require the Client to provide their credit card details to be entered online to the relevant supplier of services to facilitate advertisement spend, like Google Ads, for the ongoing payment of their third party fees. Red Queen SEO has no liability to pay any amounts for advertisement spend. Where the Client provides credit card details to Red Queen SEO, Red Queen SEO will ensure that these details are used only for the purpose of entering them online to arrange the ongoing payments to be taken by direct debit and once these credit card details have been entered online such credit card details will be destroyed by Red Queen SEO. The Client must ensure that this credit card always has funds available for the payment of these fees, and if the credit card is declined for any reason whatsoever Red Queen SEO will advise the Client of the same and the Client will be required to provide new credit card details within 48 hours of such communication.
17.4 The Client irrevocably authorizes Red Queen SEO to provide their information, including their credit card information, to the third party suppliers for the purpose of this Contract, and the Client indemnifies and releases Red Queen SEO in respect of any claim or liability that arises from any fraud or misuse of their credit card details that occurs through no fault of Red Queen SEO.
17.5 The Client must indemnify Red Queen SEO against all Liabilities incurred as a result of any failure by the Client to reimburse Red Queen SEO for Disbursements under this clause.
17.6 Red Queen SEO will not be liable to the Client for any price amendment of any third party and if a third party amends their pricing then the Client must pay this new pricing.
18.1 Red Queen SEO reserves the right to charge the Client for costs incurred resulting from the Client varying its instructions, correcting any errors or omissions referred to in clause 18.2, or requiring Services urgently.
18.2 Red Queen SEO will supply the Services on the basis of the Proposal and Quotation and the information provided by the Client. Red Queen SEO will not be responsible for any errors or omissions resulting wholly or partially from incomplete or unclear instructions or information provided by the Client.
18.3 The Quotation will specify the proposed payment terms between Red Queen SEO and the Client.
18.4 All amounts payable to Red Queen SEO by the Client must be paid in US dollars, unless otherwise specified in the invoice issued by Red Queen SEO, in any manner required by Red Queen SEO in writing and in full without set-off on or before the due date for payment.
18.5 Any costs or charges incurred by Red Queen SEO in collecting or attempting to collect overdue amounts must be paid by the Client to Red Queen SEO on demand.
18.6 Red Queen SEO reserves the right to charge interest at the rate of 12% per annum on all overdue amounts owing to it. Such interest will accrue daily and is payable on demand.
18.7 Payment will not be taken to occur until all checks tendered or electronic funds transfer in discharge of amounts owing to Red Queen SEO have been presented or received and cleared in full.
19. Administration Fee
Red Queen SEO reserves the right to charge the Client a reasonable administration fee for issuing any duplicate invoices, statements or other documents requested by the Client, where such document has previously been provided by Red Queen SEO.
20.1 Subject to clause 5.3, all Quotations are valid for 30 days from the date of Quotation.
20.2 Red Queen SEO reserves the right to charge the Client for any costs incurred as a result of the Client varying its Quotation or the Contract, correcting any errors or omissions referred to in clause 20.3, or requiring Goods urgently.
20.3 Red Queen SEO will supply the Services on the basis of the Proposal and Quotation (whether written or oral). Red Queen SEO will not be responsible for any errors or omissions in relation to the Services where those errors or omissions result wholly or partially from incomplete or unclear instructions provided by the Client.
20.4 The Quotation will outline any exclusions from the Services.
21.1 Red Queen SEO may cancel any Contract any time before Services are provided by giving written notice to the Client. On giving such notice, Red Queen SEO will repay to the Client any sums paid in respect of the Services. Red Queen SEO will not have any other liability in respect of such cancellation.
21.2 Subject to clause 4.2, the Client may only cancel a Contract in the following circumstances:
21.2.1 by providing thirty (30) days notice in writing of such cancellation; or
21.2.2 at any time except with Red Queen SEO's prior written consent.
21.3 In the event that the Client cancels a Contract otherwise than under clause 4.2:
21.3.1 Red Queen SEO may retain any deposit or other sums paid on account of the Services; and
21.3.2 If payment is not already made in full, the Client will be responsible for any losses incurred by Red Queen SEO in respect of such cancellation (including loss of profits, loss of anticipated savings, economic loss or interruption of business loss or other incidental, consequential or indirect damages).
21.4 In the event the Client cancels a Contract under clause 4.2, Red Queen SEO will repay to the Client any sums paid in respect of the Services. Red Queen SEO will not have any other liability in respect of such cancellation.
22. Suspension or termination of services by Red Queen SEO
22.1 If the Client makes a default in any payment due to Red Queen SEO, commits any act of bankruptcy or enters into liquidation whether voluntary or involuntary, Red Queen SEO may in its absolute discretion, suspend supply of any Services to the Client or cancel any Contract with the Client, without prejudice to any other rights of Red Queen SEO.
22.2 No default by the Client or action taken by Red Queen SEO under clause 22.1 will prejudice any rights of Red Queen SEO against the Client whatsoever, including any right to recover any amounts due for Services previously provided by Red Queen SEO to the Client.
23. Confidential Information
23.1 The Recipient agrees in favor of the Provider that during the term of this Contract, and after the expiration of this Contract, that all Confidential Information provided to the Recipient or of which the Recipient becomes aware as a result of this Contract:
23.1.1 will be kept strictly confidential;
23.1.2 will not without the Provider's consent:
184.108.40.206 be disclosed or divulged to any third party;
220.127.116.11 will not be copied or reproduced;
18.104.22.168 will not be used for any purpose or enterprise other than for the purpose of this Contract;
23.1.3 will be safely and securely stored when not in use; and
23.1.4 will remain the absolute and exclusive property of the Provider.
23.2 This duty of confidence does not extend to Confidential Information:
23.2.1 which is known to the Recipient at the date of this Contract; or
23.2.2 which comes into the public domain after the date of the Contract otherwise than as a result of a breach of the Contract by the Recipient; or
23.2.3 which is disclosed to the Recipient by a third party with the right to do so or which is required by law to be disclosed, provided that the Recipient notify the Provider as soon as such Confidential Information becomes known to the Recipient; or
23.2.4 which is disclosed by the Recipient as required by law.
23.3 The Recipient bears the onus of proof of the matters referred to in clause 23.2.
23.4 The Recipient must bind its Authorized Persons, employees, and permitted agents and subcontractors (if any) who have access to the Confidential Information to comply with all the Recipient's obligations under this clause.
23.5 The Recipient must indemnify the Provider against all Liabilities in respect of any breach of this clause 23 by the Recipient or any Authorized Persons, employees or permitted agents or subcontractors of the Recipient.
24. Intellectual Property
24.1 Pre-Existing Intellectual Property
Notwithstanding any other clause of this Contract, the ownership of the Intellectual Property Rights in any item which exists prior to the commencement, or is created independently, of this Agreement (Pre-Existing IP) will not be altered transferred or assigned merely by virtue of a party using that item for the purposes of this Contract.
24.2 License to use Pre-Existing IP
To the extent that the Pre-Existing IP owned by Red Queen SEO is incorporated into the provision of any Services, in accordance with this Contract, unless those items are licensed to the Client under a separate agreement with Red Queen SEO, Red Queen SEO grants a non-exclusive, world-wide, royalty free license to the Client to use the Pre-Existing IP, but only to the extent necessary for the purpose of obtaining the full benefit and use of the Services as contemplated by this Contract, and only for the Term unless agreed to otherwise by Red Queen SEO.
24.3 Ownership of what is created in the provision of the Services
Unless stated to the contrary in writing, Red Queen SEO:
24.3.1 assigns to the Client the Intellectual Property Rights in any materials created as part of the Services (and in all research and reports commissioned by the Client and used to support or provide the Services) and acknowledges that the Client will be the owner of such materials immediately upon their creation;
24.3.2 must ensure that the Intellectual Property Rights in any materials created as part of the Services by any third party on its behalf are assigned to Red Queen SEO immediately on their creation, so as to enable Red Queen SEO to comply with and give effect to the assignment under this clause;
24.3.3 consents to all acts or omissions by or on behalf of the Client that might otherwise constitute an infringement of moral rights in the materials produced as part of the Services.
This clause 24.3 does not apply to any part of the Services that is Pre-Existing IP.
24.4 License to the Client's Intellectual Property
The Client grants a perpetual, non-exclusive, world-wide, non-transferrable, royalty free license to Red Queen SEO (including the right to grant sub-licenses) in respect of:
24.4.1 the Client's Intellectual Property Rights in or in relation to any information or materials provided by the Client to Red Queen SEO for the provision of the Services, but only to the extent necessary for the purpose of providing the Services as contemplated by this Contract; and
24.4.2 the Intellectual Property Rights in or in relation to any information or materials created by Red Queen SEO and which is assigned to the Client pursuant to clause 24.3, with the authority to use the information or materials produced in providing services to other clients (provided such use does not infringe the Client's Intellectual property Rights which are licensed pursuant to clause 24.4.1).
24.5 Warranties by Red Queen SEO
Red Queen SEO warrants that neither:
24.5.1 the provision of the Services by Red Queen SEO; or
24.5.2 the exercise of any rights under clause 24.2,
will infringe any Intellectual Property Rights of any third party.
24.6 Warranties by the Client
The Client warrants that neither:
24.6.1 the provision of the information and materials supplied by the Client or the Client's Intellectual Property for the Services; or
24.6.2 the exercise of any rights under clause 24.4,
will infringe any Intellectual Property Rights of any third party.
25. Place of Contract
25.1 This Contract is made in North Carolina, United States.
25.2 The Client and Company agree that unless otherwise stipulated by Red Queen SEO all disputes arising between them shall be submitted to the courts of North Carolina and any court competent to hear appeals from those courts of first instance.
26. Dispute Resolution
26.1 Any dispute between the parties arising from the performance of the provisions of this Contract and any invoice for payment issued by Red Queen SEO to the Client must be attempted to be settled between the parties by an authorized representative with authority from each party meeting within fourteen (14) days of notification of a dispute in writing from one party to the other party. Such a meeting is to take place within North Carolina at a place nominated by Red Queen SEO.
26.2 If the meeting referred to in clause 26.1 does not result in the settlement of the dispute between Red Queen SEO and the Client, the dispute may then be referred to mediation, if agreed by both parties. The mediator is to be appointed by agreement between the parties and in the event that the parties agree to mediate but within seven (7) days of agreeing to such mediation cannot agree to the mediator to be appointed then the mediator is to be appointed. The costs of any mediation are to be borne equally between the parties.
26.3 If the dispute cannot be settled through mediation, or the parties do not both consent to a mediation, then either party is at liberty to commence legal proceedings.
26.4 During the period in which the dispute is being resolved, the parties must continue to perform all of the provisions of the Contract which are not under dispute.
27.1 A Contract may be altered in writing signed by each party.
27.2 Unless otherwise provided, a party may in its discretion give (conditionally or unconditionally) or withhold any approval or consent under a Contract.
27.3 The Client must not assign or otherwise deal with a Contract or any right under it without the written consent of the other party.
27.4 A Contract constitutes the entire agreement between the parties about its subject matter and supersedes any prior understanding, agreement, condition, warranty, indemnity or representation about its subject matter.
27.5 A waiver of a provision of or right under a Contract must be in writing signed by the party giving the waiver and is effective only to the extent set out in the written waiver.
27.6 The failure, delay, relaxation or indulgence by a party in exercising a power or right under a Contract is not a waiver of that power or right.
27.7 An exercise of a power or right under a Contract does not preclude a further exercise of it or the exercise of another right or power.
27.8 Each indemnity, obligation of confidence and other term capable of taking effect after the expiration or termination of a Contract, remains in force after the expiration or termination of the Contract.
In these Conditions, unless the context otherwise requires:
28.1 headings do not affect interpretation;
28.2 singular includes plural and plural includes singular;
28.3 a reference to a party includes its executors, administrators, successors and permitted assigns;
28.4 a reference to a person includes a partnership, corporation, association, government body and any other entity;
28.5 an agreement, representation, warranty or indemnity by two or more parties (including where two or more persons are included in the same defined term) binds them jointly and severally;
28.6 an agreement, representation, warranty or indemnity in favor of two or more parties (including where two or more persons are included in the same defined term) is for the benefit of them jointly and severally;
28.7 a reference to legislation includes any amendment to it, any legislation substituted for it, and any subordinate legislation made under it;
28.8 a provision is not construed against a party only because that party drafted it;
28.9 an unenforceable provision or part of a provision may be severed, and the remainder of these Conditions continues in force, unless this would materially change the intended effect of these Conditions;
28.10 the meaning of general words is not limited by specific examples introduced by 'including', 'for example' or similar expressions.