Terms and Conditions for purchase of Services via the Maximalocal Website

Supplier: Maxima Local Ltd of registered office 22 Long Acre, Covent Garden, London, England, WC2E 9LY and Company Number 08577220


  1. INTERPRETATION
    • 1.1 Definitions. In these Conditions, the definitions in Schedule 1 apply. Construction. In these Conditions, the following rules apply:
      • (a) a person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality);
      • (b) a reference to a party includes its personal representatives, successors or permitted assigns;
      • (c) a reference to a statute or statutory provision is a reference to such statute or statutory provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted;
      • (d) any phrase introduced by the terms including, include, in particular or any similar expression, shall be construed as illustrative and shall not limit the sense of the words preceding those terms; and
      • (e) a reference to writing or written includes e-mails.
  2. BASIS OF CONTRACT
    • 2.1 The Order will be made through the Website and constitutes an offer by the Customer to purchase Services in accordance with these Conditions.
    • 2.2 The Order shall only be deemed to be accepted when the Supplier issues online acceptance of the Order at which point and on which date the Contract shall come into existence (Commencement Date).
    • 2.3 The Contract constitutes the entire agreement between the parties. The Customer acknowledges that it has not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of the Supplier which is not set out in the Contract.
    • 2.4 Any descriptive matter or advertising issued by the Supplier, and any descriptions or illustrations contained in the Supplier's Website or in any catalogues or brochures, other than the Specification, are issued or published for the sole purpose of giving an approximate idea of the Services described in them. They shall not form part of the Contract or have any contractual force.
    • 2.5 These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
    • 2.6 Any quotation given by the Supplier shall not constitute an offer, and is only valid for a period of 20 Business Days from its date of issue.
  3. SUPPLY OF SERVICES
    • 3.1 The Supplier shall supply the Services to the Customer in accordance with the Specification in all material respects.
    • 3.2 The Supplier shall use all reasonable endeavours to meet any performance dates specified on the Website, but any such dates shall be estimates only and time shall not be of the essence for performance of the Services.
    • 3.3 The Supplier shall have the right to make any changes to the Services which are necessary to comply with any applicable law or safety requirement, or which do not materially affect the nature or quality of the Services, and the Supplier shall notify the Customer in any such event.
    • 3.4 The Supplier warrants to the Customer that the Services will be provided using reasonable care and skill.
  4. TYPE OF SERVICES
    The Supplier offers the option to purchase either one of the Service Bundles, Individual Services and/or One-Off Services via the Website. The Customer must select which of the Service Bundles, Individual Services or One-Off Services they require in the Order. The specific terms and conditions in relation to the Individual Services are at Schedule 2 of this agreement.
  5. TIME PERIOD OF SERVICES
    The Supplier offers the Customer the option to purchase the Service Bundles for the time periods described on the Website. The Customer must select which Time period they require in the Order.
  6. CUSTOMER'S OBLIGATIONS
    • 6.1 The Customer shall:
      • (a) ensure that the terms of the Order are complete and accurate;
      • (b) co-operate with the Supplier in all matters relating to the Services;
      • (c) provide the Supplier, their employees, agents, consultants and subcontractors, with access to the Customer's facilities as reasonably required by the Supplier;
      • (d) provide the Supplier with such information and materials as the Supplier may reasonably require in order to supply the Services, and ensure that such information is accurate in all material respects;
    • 6.2 If the Supplier’s performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Customer or failure by the Customer to perform any relevant obligation (Customer Default):
      • (a) the Supplier shall without limiting its other rights or remedies have the right to suspend performance of the Services until the Customer remedies the Customer Default, and to rely on the Customer Default to relieve it from the performance of any of its obligations to the extent the Customer Default prevents or delays the Supplier’s performance of any of its obligations;
      • (b) the Supplier shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from the Supplier's failure or delay to perform any of its obligations as set out in this clause 6.2; and
      • (c) the Customer shall reimburse the Supplier on written demand for any costs or losses sustained or incurred by the Supplier arising directly or indirectly from the Customer Default.
  7. CHARGES AND PAYMENT
    • 7.1 All amounts payable by the Customer under the Contract are exclusive of amounts in respect of value added tax chargeable for the time being (VAT). Where any taxable supply for VAT purposes is made under the Contract by the Supplier to the Customer, the Customer shall, on receipt of a valid VAT invoice from the Supplier, pay to the Supplier such additional amounts in respect of VAT as are chargeable on the supply of the Services at the same time as payment is due for the supply of the Services.
    • 7.2 The Charges shall be calculated in accordance with the Supplier's pricing plans, as set out in the pricing tab on the Website and confirmed in the Order.
    • 7.3 Payment for all One-Off Services will be required at the same time as the Order is submitted.
    • 7.4 On commencement of any of the Service Bundles, an initial fee as well as full payment of the first month’s invoice is payable at the same time as the Order is submitted.
    • 7.5 The Supplier reserves the right to increase its pricing plans as set out on the Website, provided that such charges cannot be increased more than once in any 12 month period. The Supplier will give the Customer written notice of any such increase two months before the proposed date of the increase. If such increase is not acceptable to the Customer, it shall notify the Supplier in writing within two weeks of the date of the Supplier's notice and the Supplier shall have the right without limiting its other rights or remedies to terminate the Contract by giving four weeks' written notice to the Customer.
    • 7.6 The Supplier shall invoice the Customer for all of the Service Bundles on a monthly basis one month in advance.
    • 7.7 The Customer shall pay each invoice submitted by the Supplier:
      • (a) within 7 days of the date of the invoice; and
      • (b) in full and in cleared funds to a bank account nominated in writing by the Supplier, and time for payment shall be of the essence of the Contract.
    • 7.8 If the Customer fails to make any payment due to the Supplier under the Contract by the due date for payment, then the Customer shall pay interest on the overdue amount at the rate of 4% per cent per annum above Lloyds Bank's base rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The Customer shall pay the interest together with the overdue amount.
    • 7.9 The Customer shall pay all amounts due under the Contract in full without any set-off, counterclaim, deduction or withholding (except for any deduction or withholding required by law). The Supplier may at any time, without limiting its other rights or remedies, set off any amount owing to it by the Customer against any amount payable by the Supplier to the Customer.
    • 7.10 The Supplier offers the Customer a 30 day money back guarantee (Money Back Guarantee) for the Lead Management Service. The Customer may apply to claim their money back if after the first 30 days of the Term the number of Leads that the Customer receives has not improved from what they were before the Services commenced. The Customer must give written Notice to the Supplier that they wish to apply to claim under the Money Back Guarantee within 7 working days after the 30th day of the Term and the Services will be immediately terminated. The Customer must then provide evidence that they have received a higher number of Leads with documented communication within 7 working days of giving Notice. The Supplier will then have a period of 14 working days to examine the evidence and confirm if the terms of Money Back Guarantee has been satisfied. If the application for the Money Back Guarantee is successful, a refund will be issued within 30 working days.
  8. INTELLECTUAL PROPERTY RIGHTS
    8.1 All Intellectual Property Rights in or arising out of or in connection with the Services shall be owned by the Supplier or the Supplier shall have the right to provide them to the Customer. 8.2 The Customer acknowledges that, in respect of any third party Intellectual Property Rights, the Customer's use of any such Intellectual Property Rights is conditional on the Supplier having the right to sub-licence those third party Intellectual Property Rights to the Customer. 8.3 All Supplier Materials are the exclusive property of the Supplier.
  9. 9. CONFIDENTIALITY
    A party (receiving 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 to the receiving party by the other party (disclosing party), its employees, agents or subcontractors, and any other confidential information concerning the disclosing party's business, its products and services which the receiving party may obtain. The receiving party shall only disclose such confidential information to those of its employees, agents and subcontractors who need to know it for the purpose of discharging the receiving party's obligations under the Contract, and shall ensure that such employees, agents and subcontractors comply with the obligations set out in this clause as though they were a party to the Contract. The receiving party may also disclose such of the disclosing party's confidential information as is required to be disclosed by law, any governmental or regulatory authority or by a court of competent jurisdiction. This clause 9 shall survive termination of the Contract.
  10. LIMITATION OF LIABILITY
    • 10.1 Nothing in these Conditions shall limit or exclude the Supplier or Licensee's liability for:
      • (a) death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors;
      • (b) fraud or fraudulent misrepresentation; or
      • (c) breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).
    • 10.2 Subject to clause 10.1:
      • (a) the Supplier shall under no circumstances whatever be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the Contract; and
      • (b) the Supplier's total liability to the Customer in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the value of the Contract.
    • 10.3 The terms implied by sections 3 to 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.
    • 10.4 This clause 10 shall survive termination of the Contract.
  11. TERMINATION
    • 11.1 If the Contract states that the Customer pays for the Services on a month to month basis, without limiting its other rights or remedies, either party may terminate the Contract by giving the other party 30 days' written notice.
    • 11.2 If the Contract states that the Customer has agreed to a six month or twelve month term, without limiting its other rights or remedies, each party may only terminate the Contract at the end of the term, by giving the other party 30 days' written notice prior to the end of the term; failing which the term shall continue until terminated at any time thereafter on 30 days’ written notice.
    • 11.3 In all circumstances, without limiting its other rights or remedies, either party may terminate the Contract with immediate effect by giving written notice to the other party if:
      • (a) the other party commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 30 days of that party being notified in writing to do so;
      • (b) the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or (being a company or limited liability partnership) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or (being an individual) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986 or (being a partnership) has any partner to whom any of the foregoing apply;
      • (c) the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than (where a company) for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
      • (d) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other party (being a company) other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
      • (e) the other party (being an individual) is the subject of a bankruptcy petition or order;
      • (f) a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of its assets and such attachment or process is not discharged within 14 days;
      • (g) an application is made to court, or an order is made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over the other party (being a company);
      • (h) the holder of a qualifying floating charge over the assets of that other party (being a company) has become entitled to appoint or has appointed an administrative receiver;
      • (i) a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party;
      • (j) any event occurs or proceeding is taken with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 11.3(b) to clause 11.3(i) (inclusive);
      • (k) the other party suspends or ceases, or threatens to suspend or cease, to carry on all or a substantial part of its business;
      • (l) the other party's financial position deteriorates to such an extent that in the Supplier's opinion the Customer's capability to adequately fulfil its obligations under the Contract has been placed in jeopardy; or
      • (m) the other party (being an individual) dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing his own affairs or becomes a patient under any mental health legislation.
    • 11.4 Without limiting its other rights or remedies, the Supplier may terminate the Contract with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under this Contract on the due date for payment and fails to pay all outstanding amounts within 30 days after being notified in writing to do so.
    • 11.5 Without limiting its other rights or remedies, the Supplier may suspend provision of the Services under the Contract or any other contract between the Customer and the Supplier if the Customer becomes subject to any of the events listed in clause 11.3(b) to clause 11.3(m), or the Supplier reasonably believes that the Customer is about to become subject to any of them, or if the Customer fails to pay any amount due under this Contract on the due date for payment.
    • 11.6 Without limiting its other rights or remedies, the Supplier may suspend provision of the Services under the Contract or any other contract between the Customer and the Supplier if the Customer gives Notice under clause 7.10 of this Agreement.
  12. CONSEQUENCES OF TERMINATION
    • 12.1 On termination of the Contract for any reason:
      • (a) the Customer shall immediately pay to the Supplier all of the Supplier's outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, the Supplier shall submit an invoice, which shall be payable by the Customer immediately on receipt;
      • (b) the Customer shall return all of the Supplier Materials and any Deliverables which have not been fully paid for. If the Customer fails to do so, then the Supplier may enter the Customer's premises and take possession of them. Until they have been returned, the Customer shall be solely responsible for their safe keeping and will not use them for any purpose not connected with this Contract;
      • (c) the accrued rights, remedies, obligations and liabilities of the parties as at expiry or termination shall be unaffected, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry; and
      • (d) clauses which expressly or by implication survive termination shall continue in full force and effect.
  13. FORCE MAJEURE
    • 13.1 For the purposes of this Contract, Force Majeure Event means an event beyond the reasonable control of the Supplier including but not limited to strikes, lock-outs or other industrial disputes (whether involving the workforce of the Supplier or any other party), failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or subcontractors.
    • 13.2 The Supplier shall not be liable to the Customer as a result of any delay or failure to perform its obligations under this Contract as a result of a Force Majeure Event.
    • 13.3 If the Force Majeure Event prevents the Supplier from providing any of the Services for more than four weeks, the Supplier shall, without limiting its other rights or remedies, have the right to terminate this Contract immediately by giving written notice to the Customer.
  14. GENERAL
    • 14.1 Assignment and other dealings.
      • (a) The Supplier may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of its rights under the Contract and may subcontract or delegate in any manner any or all of its obligations under the Contract to any third party or agent.
      • (b) The Customer shall not, without the prior written consent of the Supplier, assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Contract.
    • 14.2 Notices.
      • (a) Any notice or other communication given to a party under or in connection with the Contract shall be in writing, addressed to that party at its registered office (if it is a company) or its principal place of business (in any other case) or such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered personally, sent by pre-paid first class post or other next working day delivery service, commercial courier, or e-mail.
      • (b) A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in clause 14.2(a); if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; if delivered by commercial courier, on the date and at the time that the courier's delivery receipt is signed; or, if sent by or e-mail, one Business Day after transmission. (c) The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.
    • 14.3 Severance.
      • (a) If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract.
      • (b) If one party gives notice to the other of the possibility that any provision or part-provision of this Contract is invalid, illegal or unenforceable, the parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.
    • 14.4 Waiver.
      A waiver of any right under the Contract or law is only effective if it is in writing and shall not be deemed to be a waiver of any subsequent breach or default. No failure or delay by a party in exercising any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict its further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
    • 14.5 No partnership or agency.
      Nothing in the Contract is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, nor constitute either party the agent of the other for any purpose. Neither party shall have authority to act as agent for, or to bind, the other party in any way.
    • 14.6 Third parties.
      A person who is not a party to the Contract shall not have any rights to enforce its terms.
    • 14.7 Variation.
      Except as set out in these Conditions, no variation of the Contract, including the introduction of any additional terms and conditions, shall be effective unless it is agreed in writing and signed by the Supplier.
    • 14.8 Governing law.
      This Contract, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with the law of England and Wales.
    • 14.9 Jurisdiction.
      Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Contract or its subject matter or formation (including non-contractual disputes or claims).

Schedule 1- Definitions

  • Acceptable Use Policy: the Supplier’s acceptable use policy which can be found at https://maximalocal.co.uk/aup and sets out the permitted uses and prohibited uses of the Suppliers Services. When using the Services, you must comply with this Acceptable Use Policy.
  • Anchor Text: the text used to display on a webpage when one page links to another whether within the same domain or to an external website.
  • Approved Integration Software List: a list of Supplier or Third Party provided Software which integrates with the Lead Automation System and which can be found at https://maximalocal.co.uk/approved-integration-software.
  • Automated Referral System: online software which consists of a Referral Widget, Incentives and Offers.
  • Business Day: a day (other than a Saturday, Sunday or public holiday) when banks in London are open for business. Call Recording: a facility provided by the Third Party Telephony System to record telephone conversations with Leads.
  • Charges: the charges payable by the Customer for the supply of the Services in accordance with clause 7.
  • Completed Template Design File: the electronic files containing the completed web design which are published to the Customer’s Webspace.
  • Commencement Date: has the meaning set out in clause 2.2.
  • Conditions: these terms and conditions as amended from time to time in accordance with clause 14.7.
  • Contract: the contract between the Supplier and the Customer for the supply of Services in accordance with these Conditions.
  • Customer: the business who purchases Services from the Supplier. Individuals cannot enter into a contract for the Services.
  • Customer’s Feedback: the Customer provided comments on the Draft Web Designs which can be provided to the Web Design Contestants via the Web Design Contest Interface.
  • Customer’s Webspace: the internet web hosting space provided by the Customer where their website files are located.
  • Daily Sales Tasks: a set of tasks produced by the Lead Automation System on a daily basis based on the Lead Workflow.
  • Email Marketing Service: a preconfigured set of Lead Nurturing Emails created by the Supplier for the Customer.
  • External Links : HTML links from one website to another website.
  • Deliverables: the deliverables set out in the Order produced by the Supplier for the Customer.
  • Draft Web Designs: example web design options presented as Web Design Files.
  • Ecommerce Integration Tasks: a set of tasks required by the Customer which include but are not limited to the integration of Third Party Payment Gateway, creating end user accounts, linking to third party systems and the uploading of products.
  • Email List: a list of email addresses for individuals who have agreed to the Opt-In Process.
  • Email Marketing Campaigns: one off email marketing campaigns not including Lead Nurturing Emails.
  • Email Marketing System: part of the Lead Automation System which allows emails to be sent from the Lead Automation System.
  • Existing Content Migration: the process of migrating the exact content of the Customer’s existing website.
  • Google Analytics: a service provided by Google which allows website owners to analyse the traffic to their websites once the Google Analytics code has been uploaded to the website’s files.
  • Google Friendly Page Re-Write: the process of re-writing a web page’s content to improve its ranking in the SERPS.
  • Google MyBusiness: a service provided by Google which allows website owners to create an online profile which integrates with Google Maps and other Google systems.
  • Google Search Console: a service provided by Google which allows website owners to check the status of their website and to assist with optimizing their website for better position in the SERPs.
  • Headings: the HTML code for the headings on a webpage.
  • HyperText MarkUp Language (HTML): a standardised programming language which allows websites to be displayed on the internet in terms of font, colour, graphics and links.
  • Incentives: Customer rewards which are offered to Referrers who successfully refer a Prospect.
  • Individual Services: The Email Marketing Service, Lead Management Service, Referral Marketing Service, Social Media Service, Wed Design Service or Web Marketing Service.
  • Intellectual Property Rights: patents, rights to inventions, copyright and related rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
  • Internal Link Structure: the structure of the internal links within a website and the use of Anchor Text.
  • Keywords: the words used by the Search Engines to identify relevant pages.
  • Keyword Research: a technique to identify which Keywords are the most appropriate for the Customer’s website.
  • Keyword Rich Text: a technique whereby text is created for a website which contains the appropriate number of Keywords included within the text in accordance with SEO best practice.
  • Lead: a person or entity that has the interest, authority and budget to purchase a product or service from the Customer.
  • Lead Automation System: an electronic system hosted by the Supplier which captures new Leads either from the Customer’s website, Third Party Telephony System or email.
  • Lead Capture Channel: an electronic conduit for capturing the details of a lead and entering them into the Lead Automation System which is limited to one per account.
  • Lead Capture Form: an online form created by the Lead Automation System which can be embedded into the Customer’s website for the purpose of capturing the Lead’s contact details.
  • Lead Capture Tracking: a feature provided by the Lead Automation System which identifies to the Customer which Lead Channels are being used.
  • Lead Management Questionnaire: a document provided to the Customer by the Supplier which the Customer must complete and return, this allows the Supplier to populate the Email Marketing System with the necessary data to enable it to function as required.
  • Lead Notification: a facility to notify the Customer when a new Lead is added to the Lead Automation System.
  • Lead Nurturing Emails: an automatic email or sequence of emails delivered automatically by the Lead Automation System in accordance with the Lead Workflow.
  • Lead Processing Automation Rules: an automated set of rules which are defined in the Lead Workflow and are triggered by Lead behaviour.
  • Lead Reporting: reports provided by the Lead Automation System.
  • Lead Workflow: the set of events identified by the Customer through which a Lead should pass on their way to becoming a paid Customer.
  • Link Building: a technique to encourage External Links to link to another website.
  • Link Profile: review of the Customer’s existing links to create a baseline before the Service starts.
  • Local Search Engine Listings: free services provided by Search Engines.
  • Logo Design: the design of a new logo.
  • Metatags: the HTML code which describes the content of a web page for the Search Engines.
  • Name, Address and Phone (NAP) Citations: mentions of a business’ name, address and phone number in a third party website which is external from the Customer’s website.
  • Offers: a Customer defined reward for Prospects which is redeemable once the Prospect has purchased a product or service from the Customer.
  • Off Page Optimization: a technique to obtain External Links.
  • On Page Optimization: a technique to address the factors in the pages of a website that affect the performance of the website in the SERPS.
  • One-Off Services: design and copywriting Services which do not form part of the Service Bundles and which the Customer can purchase for a single fixed fee payment.
  • Opt-In Process: a mandatory feature of the Email Marketing System which automatically emails the email address entered in the Lead Capture Form to ask the Subscriber to verify that they consent to receive emails from the Customer.
  • Order: the Customer's order for Services as set out in the Customer's purchase order form submitted via the Website.
  • Other Email Marketing Features - The email marketing system includes a range of additional features. Some of these may be restricted depending on the plan chosen. For full details see the full list at http://www.maximalocal.co.uk/email-marketing Packaged Services: the lead management bundle or the SEO bundle or any plans as provided by the Supplier which feature a combination of the Individual Services as described on the Website.
  • Paid Subscriber List: a list of email addresses that the Customer has purchased from a third party vendor and who are not Subscribers and have not given their permission to be emailed by the Customer.
  • Personalised Fields: fields within emails which are issued by the Email Marketing System which can be personalised to reflect the input of the Lead Capture Form.
  • Prospect: a person or business who is not yet using the Customer’s products or services and who is eligible to receive an Offer.
  • Referral Questionnaire : a Supplier document to be provided to the Customer which the Customer must complete and return for approval to the Supplier.
  • Referral Widget: a referral signup form that is activated by inserting some code generated by the Referral System into the HTML of the Customer’s website.
  • Referrers: a person or business who is eligible to refer Prospects to the Customer in return for an Incentive.
  • Responsive Website Template: a website template which has been designed using responsive design techniques which allow the website template to be compatible with all common types of browsers in such a way that the website responds appropriately to the browser.
  • Returning Lead Notification: a feature provided by the Lead Automation System which identifies when a Lead (who features in the Lead Automation System) returns to the Customer’s website.
  • Rounds of Changes: a set of five changes identified by the Customer once the customization of the Website Template has been completed. These changes will not require more than one hour of work from the Supplier and the Supplier will commit a maximum of two hours for both (?) Rounds of Changes.
  • Search Engine: a program that searches for and identifies items in a database that correspond to keywords or characters specified by the user.
  • Search Engine Optimization (SEO): any tasks involved in the optimization of the Web Ready Format such as, but not limited to Metatags, URLs, Page Headings, Website Text or any form of SiteMap or Robots.txt or any of the services available at the Supplier’s website at http://www.maximalocal.co.uk/web-marketing.
  • Search Engine Results Pages (SERPS): the unpaid listings in the Search Engines.
  • SiteMap: a list of pages of a website which are accessible to the Search Engines.
  • Services: the services, including the Deliverables, supplied by the Supplier to the Customer as set out in the Specification. Service Bundles: the Packaged Services that are available via the Website.
  • Social Media Account Details: a questionnaire which specifies the Customer’s login details and images to be used to access or create the Customer’s Social Media Profiles.
  • Social Media Business Profiler: a questionnaire which the Customer completes and which provides the Supplier with an understanding of the Customer’s business in order to create the Social Media Content.
  • Social Media Content: the content written by the Supplier and uploaded for publishing to the Customer’s Social Media Profiles.
  • Social Media Control Panel: an online system provided by the Supplier whereby the Customer can login to submit their Social Media Account Details and Social Media Business Profile Questionnaire and view their Social Media Content and Social Media Reporting.
  • Social Media Platforms: Twitter, Facebook and LinkedIn
  • Social Media Profile: the Customer’s accounts held with the Social Media Platforms.
  • Social Media Reporting: a reporting feature accessed within the Social Media Control Panel which provides the Customer with an overview of their social media activity.
  • Social Media Schedule - The frequency with which the Social Media Content is posted to the Customer’s Social Media Profiles. Specification: the detailed description of any of the Packaged Services as shown on the Website at the time of its Order by the Customer.
  • Subscriber: a person or business who has subscribed to the Customer’s Email List via the Opt-In Process. One email address is equal to one Subscriber.
  • Supplier: Maxima Local Ltd of registered office 22 Long Acre, Covent Garden, London, England, WC2E 9LY and Company Number 08577220
  • Supplier Helpdesk: The Supplier’s support infrastructure which can be contacted via support@maximalocal.co.uk.
  • Template Nurturing Emails: template emails which include any required Personalised Fields which can be added to the Email Marketing System.
  • Template Vendors: third party websites that sell Website Templates.
  • Term: the term of the Contract as confirmed in the Order.
  • Third Party Live Chat System (Live Chat): software from the Approved Integration Software List for engaging in conversation with Leads via the Customer’s website and which the Customer must subscribe to separately from this agreement
  • Third Party Payment Gateway: a service provided by a third party financial services company for the purpose of accepting online payments via a website.
  • Third Party SMS: a text messaging system which sends messages to the Customer’s mobile phone from the Approved Integration Software List.
  • Third Party Telephony System: an electronic phone system from the Approved Integration Software List which integrates with the Lead Automation System.
  • Supplier: Pickaweb Ltd, Monomark House, 27 Old Gloucester Street, London, WC2N 3AX
  • Uniform Resource Locator (URL): the address of a web page.
  • Unmanaged Email Marketing Service: a Service which includes access to the Email Marketing System with no pre-configuration performed by the Supplier.
  • Website: http://www.maximalocal.co.uk/
  • Website Audit Report: a report created by the Supplier which identifies various metrics considered to have an effect on a website’s position in the Search Engine’s listings.
  • Web Design Coding: the process of converting Web Design Files into Web Ready Files
  • Web Design Contest : a contest initiated by the Supplier via the Web Design Contest Interface which is based on the contents of the Web Design Questionnaire
  • Web Design Contest Interface: an online web based system which enables the Customer to view the Web Design Contest during the Web Design Timescale.
  • Web Design Contestants: the Supplier nominated web design professionals who will present the Draft Web Designs.
  • Web Design Files: the files created by the Web Design Contestants which are not ready to be published to the Customer’s Webspace.
  • Web Design Options: the range of web design deliverables which are listed on the Website.
  • Web Design Questionnaire: a Supplier document provided to the Customer which the Customer must complete and return for approval to the Supplier.
  • Web Design Timescale: the Supplier specified period of time during which the Web Design Contest takes place.
  • Web Ready Format: files which are ready for publishing to the Customer’s Webspace.
  • Website Template: a pre-built website template which is available to purchase via Template Vendors.
  • Winning Design: the design chosen by the Customer at the end of the Web Design Contest which shall be presented as Web Design Files.

Schedule 2- Terms and Conditions for Specific Services as per the Specification

  1. EMAIL MARKETING SERVICE

    If the Customer purchases the Email Marketing Service as an Individual Service or as part of a Service Bundle, the following terms will apply:
    • 1.1 The Customer agrees to adhere to the Supplier’s Acceptable Usage Policy.
    • 1.2 The Customer is limited to the number of Subscribers included in their Service Bundle or One-Off Service. If this limit is passed, the Customer will have to upgrade to the appropriate rate as per the pricing page on the Supplier’s Website. The Customer must request the upgrade by emailing accounts@maximalocal.co.uk.
    • 1.3 The Customer agrees that they will only send emails via the Email Marketing System to Subscribers to their Email List. Customers must be able to specify when and through which means each Subscriber agreed to receive emails from the Customer.
    • 1.4 Paid Subscriber Lists are not permitted under any circumstances and the use of these will result in the immediate suspension and termination of the Customer’s account with no refund. It is the Customer’s responsibility to ensure that all Subscribers are fully opted in via the Opt-In Process.
    • 1.5 The Supplier will provide a Lead Management Questionnaire for the Customer to complete. Upon completion of the Lead Management Questionnaire to the satisfaction of the Supplier, the Supplier will create the Lead Workflow in relation to the Lead Nurturing Emails.
    • 1.6 When the Lead Workflow has been agreed with the Customer, the Supplier will create the Template Nurturing Emails and upload these to the Email Marketing System and test them to ensure that they function correctly.
    • 1.7 If the Customer has purchased an Unmanaged Email Marketing Service then the Supplier will only provide access for one user to the Email Marketing System and support will be by Live Chat or email.
    • 1.8 The import of Customer data from external systems is specifically excluded from the Email Marketing Service.
  2. LEAD MANAGEMENT SERVICE

    If the Customer purchases the Lead Management Service as an Individual Service or as part of a Service Bundle, the following terms will apply:
    • 2.1 The Supplier will provide the Lead Management Questionnaire to the Customer at the start of the Service. On completion of the Lead Management Questionnaire, the Supplier will create an account for the Customer in the Lead Automation System.
    • 2.2 The Supplier will create the Lead Workflow based on the contents of the Lead Management Questionnaire and integrate the Lead Capture Channels into the Lead Automation System.
    • 2.3 The Supplier will notify the Customer of any additional software from the Approved Integration Software List that is required in order to deliver the Service and the Customer must purchase this in order for the Service to work correctly.
    • 2.4 The Supplier will integrate the Third Party Telephony System, Third Party Live Chat System and the Third Party SMS as required using the login credentials provided by the Customer.
    • 2.5 The Supplier will provide access to the Lead Automation System for the Customer. If the Customer requires additional login access then they must email the Supplier Helpdesk and request these. Additional user logins will be provided by the Supplier via email within 72 hours of being requested.
    • 2.6 The Lead Automation System will provide Lead Notifications to the Customer and create Daily Sales Tasks.
    • 2.7 The Lead Automation System will provide Lead Capture Tracking information for the Customer to identify which Lead Capture Channels their Leads are originating from.
    • 2.8 The Lead Automation System will notify the Customer when a Lead returns to the Customer’s website using the Returning Lead Notification feature.
    • 2.9 The Supplier shall provide initial familiarisation of the Lead Automation System to the Customer in the form of an online meeting. The duration is specified on the pricing page of the Supplier’s Website.
    • 2.10 The Supplier shall provide online documentation to assist the Customer on their Website and will also provide support by email or Live Chat as specified in the pricing page of the Supplier’s Website.
    • 2.11 Lead Processing Automation Rules and Email Marketing are excluded from the Lead Management Service, unless specified otherwise in writing by the Supplier.
    • 2.12 The Supplier will not import existing Customer data into the system as part of the Lead Capture and Automation Service.
  3. REFERRAL MARKETING SERVICE

    If the Customer purchases the Referral Management Service as an Individual Service or as part of a Service Bundle, the following terms will apply:
    • 3.1 The Supplier will provide the Referral Questionnaire to the Customer and the Customer will then provide the information requested in the Referral Questionnaire and any other information that they think will be useful to the Supplier for delivery of the Service.
    • 3.2 The Supplier will configure the Automated Referral System, add the Referral Widget to the Customer’s website and provide the Customer with access to the Automated Referral System based on the content of the completed Referral Questionnaire.
    • 3.3 The Supplier will provide initial familiarisation of the Automated Referral System to the Customer in the form of an online meeting. The duration is specified in the pricing page of the Website at http://www.maximalocal.co.uk/pricing.
    • 3.4 The Supplier will provide online documentation to assist the Customer on their Website and will also provide one to one support by email or Live Chat. The Customer is responsible for promoting Incentives to the Referrers.
    • 3.5 The Supplier is not responsible for providing any additional material to assist the Customer to promote referrals.
  4. SOCIAL MEDIA SERVICE

    If the Customer purchases the Social Media Service as an Individual Service or as part of a Service Bundle, the following terms will apply:
    • 4.1 The Supplier will provide the Customer with access to the Social Media Control Panel.
    • 4.2 The Customer will provide the information requested in the Social Media Account Details and the Social Media Business Profiler and any other information that they feel will be of use to the Supplier to deliver the Service.
    • 4.3 If the Customer does not have one or more of the Social Media Profiles set up then the Supplier will create the necessary Social Media Profiles and perform basic customisation using any images provided by the Customer.
    • 4.4 The Supplier will link the Customer’s Social Media Profiles to the Social Media Control Panel, based on the information provided in the Social Media Account Details.
    • 4.5 In the case that the Customer does not have one or all of the Social Media Profiles created the Supplier will create the Social Media Profile using the information provided in the Social Media Account Details.
    • 4.6 The Supplier will create the Social Media Content based on the content provided by the Customer in the Social Media Business Profiler and this will be published according to the Social Media Schedule.
    • 4.7 The following are specifically excluded from the Social Media Service:
      • (a) Identifying new followers or fans or responding to or engaging with fans or followers to build relationships;
      • (b) The creation or promotion of Social Media contests unless specifically agreed by the Supplier in advance and for which additional fees may be charged;
      • (c) Moderating comments or deleting spam;
      • (d) The Creation of Custom Social Media Profile backgrounds except as specified by the service which for the purpose of clarity is limited to using images provided by the Customer via the Social Media Account Details;
      • (e) The Creation or editing of any type of video;
      • (f) The provision of analysis of any Social Media Platform internal reporting;
      • (g) Responding to customer service enquiries;
      • (h) The creation of content for short term campaigns unless specifically agreed by the Supplier in advance and for which additional fees may be charged; and
      • (i) Any form of paid Social Media Platform advertising including the designing of adverts.
  5. CUSTOM WEB DESIGN SERVICE

    If the Customer purchases the Custom Web Design Service as an Individual Service or as part of a Service Bundle, the following terms will apply:
    • 5.1 The Customer will choose the type of design required from the Web Design Options.
    • 5.2 The Customer will complete the Web Design Questionnaire provided by the Supplier. The Supplier will review the completed Web Design Questionnaire and request any additional information or clarifications from the Customer.
    • 5.3 Once the Supplier is satisfied that the information provided is sufficient to continue they will notify the Customer that the Web Design Questionnaire is accepted and will commence the Web Design Contest. The Supplier reserves the right to request further information from the Customer during the design process.
    • 5.4 At the commencement of the Web Design Contest the Supplier will provide access to the Web Design Contest Interface and shall notify the client of the Web Design Timescale.
    • 5.5 The Customer will provide all images for use by the Supplier and will confirm that they own these images outright. If the Customer does not have images they wish to use the Supplier will include example images for the purpose of the Web Design Contest. Once the Customer chooses the Winning Design the Supplier shall provide the details of the images used and the image vendor so that the Customer can purchase these. The Supplier will not include any images unless proof of ownership is provided by the Customer.
    • 5.6 During the Web Design Contest the Customer will be notified by email when there are Draft Web Designs for review via the Web Design Contest Interface.
    • 5.7 The Customer will provide feedback in reasonable time and in accordance with the Web Design Timescale. The Customer agrees that failure to provide timely feedback may result in the Web Design Contest not being completed to their satisfaction.
    • 5.8 On completion of the Web Design Contest, the Customer will choose the Winning Design. The Customer agrees that the Winning Design consists of Web Design Files which are not presented in Web Ready Format. It is the Customer’s responsibility to convert the Web Design Files into a Web Ready Format.
    • 5.9 If the Customer is not able to choose a Winning Design on completion of the Web Design Contest, they must notify the Supplier of this no later than one business day after the completion of the Web Design Contest. In such instance there will be no charge to the Customer except any charges paid by the Supplier to process the original payment and any costs associated with processing the refund. These costs will be shown to the Customer before the refund is processed.
    • 5.10 The Supplier can provide a separate quotation for converting the Web Design Files into Web Ready Format if required. This quote will include ensuring that all of the necessary internal links function but will exclude any SEO Optimization Tasks. If SEO Optimization Tasks are required these must can be ordered separately via the Website.
    • 5.11 Once the Winning Design has been chosen and all fees have been paid by the Customer, the Supplier will provide the Web Design Files and the Web Ready Format if the Customer has paid for this particular service.
    • 5.12 The conversion of Web Design Files to Web Ready Format is not included in the Service unless this has been agreed between the Supplier and the Customer has paid for this in advance.
    • 5.13 The Supplier will not perform any SEO Optimization Tasks unless these have been agreed between the Customer and Supplier and paid for in advance and in accordance with the relevant sections of these terms and conditions.
  6. TEMPLATE WEB DESIGN SERVICE

    If the Customer purchases the Template Web Design Service as an Individual Service or as part of a Service Bundle, the following terms will apply:
    • 6.1 The Supplier will recommend at least one Template Vendor to the Customer and the Customer will then choose a Website Template.
    • 6.2 If the Customer chooses a Responsive Website Template they are responsible for verifying that the Template is mobile friendly.
    • 6.3 The Customer will request the Supplier to confirm the costs of customising the Website Template and will provide full details of any changes required including Ecommerce Integration Tasks.
    • 6.4 The Customer will provide all images for use by the Supplier and the Supplier will confirm that they own these images outright.
    • 6.5 The Supplier will provide a quotation for completing the customization of the Website Template.
    • 6.6 Once the Customer has accepted the Supplier’s quotation in writing in the form of an email the Supplier will create an invoice for 50% of the total costs to customise and publish the Website Template to the Customer’s Webspace.
    • 6.7 Upon receipt of cleared funds The Supplier will perform the Website Template customization and will present the files to the Customer via the internet for the Customer to review and request any changes.
    • 6.8 The Customer is entitled to two Rounds of Changes. If the new website cannot be completed to the Customer’s satisfaction within 2 Rounds of Changes then the Supplier agrees that any outstanding work will be completed at the Supplier’s standard hourly design rates which can be found on the Supplier’s website at http://www.maximalocal.co.uk
    • 6.9 Once the Website Template customization is complete to the Customer’s satisfaction the Customer will pay the remaining 50% of the quotation.
    • 6.10 Upon receipt of cleared funds the Supplier will publish the Completed Template Design Files to the Customer’s Webspace. The Customer will provide the login credentials to allow the Supplier to publish these files.
    • 6.11 Once the Completed Template Design Files have been published to the Customer’s Webspace the Customer will notify the Supplier within 24 hours of any issues identified. If these issues are within the scope of the Service the Supplier will rectify these.
    • 6.12 If no issues are identified by the Customer within 24 hours then the Service is deemed to be accepted and completed to the Customer’s satisfaction. Any further issues identified will be completed at the Supplier’s standard hourly design rates and which will be shown on the Supplier’s website at http://www.maximalocal.co.uk
    • 6.13 The Supplier will also provide electronic copies of the Completed Template Design Files for the Customer. These are the responsibility of the Customer once supplied. The Supplier is not required to keep copies of the Completed Template Design Files.
    • 6.14 If in the event that the Completed Template Design Files are required and the Supplier does have a copy then these will be republished at the Supplier’s standard hourly design rates and which will be shown on the Supplier’s website at http://www.maximalocal.co.uk
    • 6.15 The Supplier will not perform any SEO Optimization Tasks unless these have been agreed by the Supplier and paid for in advance and in accordance with the relevant sections of these terms and conditions.
    • 6.16 Unless clearly specified by the Customer, any Ecommerce Integration Tasks are specifically excluded from the service.
    • 6.17 If the Customer overwrites the Completed Template Design Files subsequent to the Supplier publishing them to the Customer’s Webspace then the Supplier can republish them at the Supplier’s standard hourly design rates and which will be shown on the Supplier’s website at http://www.maximalocal.co.uk. In these instances the Customer is responsible for providing the Completed Template Design Files.
    • 6.18 Logo Design is specifically excluded from the Service unless requested by the Customer and a quotation provided by the Supplier.
  7. WEB MARKETING SERVICE

    If the Customer purchases the Web Marketing Service as an Individual Service or as part of a Service Bundle, the following terms will apply:
    • 7.1 The Supplier will create a Website Audit Report for the Customer. The Supplier will make recommendations for improvements on the Customer’s website based on the contents of the Website Audit Report.
    • 7.2 The Supplier will check the Customer’s Link Profile and email the Customer a list of any External Links which it deems to be potentially harmful to the Customer’s rankings.
    • 7.3 The Supplier will perform Keyword Research to identify a list of Keywords which will be used to optimise the Customer’s website in accordance with the relevant Service Bundle, shown at http://www.maximalocal.co.uk/pricing.
    • 7.4 The Supplier will implement a plan of On Page Optimization and Off Page Optimization in accordance with the relevant Service Bundle, shown at http://www.maximalocal.co.uk/pricing. This will include: (a) On Page Optimization; (b) Google Analytics setup and implementation; (c) Google Search Console (formerly Google Webmaster Tools) setup and implementation; (d) SiteMap setup and implementation; (e) Name, Address and Phone (NAP) Citations; (f) Google MyBusiness account creation and optimization; (g) Local Search Engine Listings account creation and optimization; (h) Link Building; (i) Google Friendly Page Re-Write (long form content); and (j) Website Content Creation. 7.5 Paid advertising is not included in the Web Marketing Service.
    • 7.6 Additional costs (payable by the Customer) may arise for obtaining links from various websites and authority directories.