Terms & Conditions

  1. Hurra™'s obligations
    1. Subject to the performance by the Customer of its obligations under this Agreement, Hurra shall exercise reasonable care and skill in performing the Services on behalf of the Customer.
    2. Hurra shall use reasonable endeavours to meet any performance dates specified by the Customer, but any such dates shall be estimates only and time shall not be of the essence of the Agreement.
       
  2. Customer's obligations
    1. The Customer shall:
      1. co‑operate with Hurra in all matters relating to the Services;
      2. provide in a timely manner such information as Hurra may request in respect of the performance of the Services, and ensure that such information is accurate in all material respects;
    2. If Hurra's performance of its obligations under the Contract is prevented or delayed by any act or omission of the Customer or the Customer's agents, sub‑contractors or employees, the Customer shall be liable to pay to Hurra on demand all reasonable costs, charges or losses sustained or incurred by it (including, without limitation, any direct or indirect consequential losses, loss of profit and loss of reputation, loss or damage to property, injury to or death of any person and loss of opportunity to deploy resources elsewhere), subject to Hurra confirming such costs, charges and losses to the Customer in writing.
    3. The Customer shall not, without the prior written consent of Hurra, at any time from the date of the Contract to the expiry of six months after the completion of the Services, solicit or entice away from Hurra or employ or attempt to employ any person who is, or has been, engaged as an employee or sub‑contractor of Hurra.
    4. Any consent given by Hurra in accordance with condition 3.3 shall be subject to the Customer paying to Hurra a sum equivalent to 20% of the then current annual remuneration of Hurra's employee or sub‑contractor or, if higher, 20% of the annual remuneration to be paid by the Customer to such employee or sub‑contractor.
       
  3. Customer warranties and representations
    1. The Customer warrants, represents and undertakes that, for the term of the Agreement
      1. It shall implement and will use best commercial endeavours to maintain the operation of any software or hardware furnished by Hurra to enable connection between Customer's and Hurra's servers;
      2. That none of the Products infringe the Intellectual Property Rights of any third party and do not otherwise offend any legal or moral rights of any third party or supervisory or legislative body;
      3. That for the purposes of the Data Protection Act 1998, the Customer is the Data Controller in respect of any Personal Data;
      4. That it will process the Personal Data in compliance with all applicable laws, enactments, regulations, orders, standards and other similar instruments;
      5. That having regard to the state of technological development and the cost of implementing any measures, it will:
        1. take appropriate technical and organisational measures against the unauthorised or unlawful processing of Personal Data and against the accidental loss or destruction of, or damage to, Personal Data to ensure a level of security appropriate to:
          1. the harm that might result from such unauthorised or unlawful processing or accidental loss, destruction or damage; and
          2. the nature of the data to be protected
        2. take reasonable steps to ensure compliance with those measures.
      6. That it shall be solely responsible for the accuracy, legality, and compliance with the relevant rules and regulations relating to the Products and that in respect of both the Products and the Content:
        1. they will not be threatening, defamatory, obscene, indecent, seditious, offensive, pornographic, abusive, liable to incite racial hatred, discriminatory, menacing, scandalous, inflammatory, blasphemous, in breach of confidence, in breach of privacy or which may cause annoyance or inconvenience; or
        2. the Customer will have obtained all necessary licences and/or approvals; or
        3. they will not constitute or encourage conduct that would be considered a criminal offence, give rise to civil liability, or otherwise be contrary to the law of or infringe the rights of any third party, in any country in the world; or
        4. they will not be technically harmful (including, without limitation, computer viruses, logic bombs, Trojan horses, worms, harmful components, corrupted data or other malicious software or harmful data).
      7. The Customer agrees that it shall fully cooperate with any law enforcement authorities or court order requesting or directing the Company to disclose the identity or locate anyone posting any material in breach of Clause 4(h).
         
  4. Change control
    1. If either party requests a change to the scope or execution of the Services, Hurra shall, within a reasonable time, provide a written estimate to the Customer of:
      1. the likely time required to implement the change;
      2. any variations to Hurra's charges arising from the change;
      3. the likely effect of the change on the Services Plan; and
      4. any other impact of the change on the terms of the Contract.
    2. If Hurra requests a change to the scope of the Services, the Customer shall not unreasonably withhold or delay consent to it.
    3. If the Customer wishes Hurra to proceed with the change, Hurra has no obligation to do so unless and until the parties have agreed in writing on the necessary variations to its charges, the Services Plan and any other relevant terms of the Agreement to take account of the change.
       
  5. Charges and payment
    1. Clause 6.2 shall apply if the Services are to be provided on a time‑and‑materials basis. Clause 6.3 shall apply if the Services are to be provided for a fixed price. The remainder of this condition 6 shall apply in either case.
    2. Where the Services are provided on a time‑and‑materials basis:
      1. the charges payable for the Services shall be calculated in accordance with Hurra's standard daily fee rates as amended from time to time;
      2. Hurra's standard daily fee rates are calculated on the basis of an eight‑hour day worked between 8.00 am and 5.00 pm on weekdays (excluding weekends and public holidays);
      3. Hurra shall be entitled to charge at an overtime rate of [PERCENTAGE] of the normal rate for part days and for time worked by members of the Services team outside the hours referred to in Clause 6.2(b) on a pro‑rata basis;
      4. Hurra shall ensure that all members of the Services team complete time sheets recording time spent on the Services, and Hurra shall use such time sheets to calculate the charges covered by each monthly invoice referred to in Clause 6.2(e); and
      5. Hurra shall invoice the Customer monthly in arrears for its charges for time, expenses and materials (together with VAT where appropriate) for the month concerned, calculated as provided in this Clause 6.
    3. Where the Services are provided for a fixed price the total price for the Services shall be the amount set out in the Services Plan. The total price shall be paid to Hurra (without deduction or set‑off) in instalments as set out in the Services Plan, together with expenses and the costs of materials (and VAT, where appropriate), calculated as provided in condition 6.4.
    4. Any fixed price contained in the Services Plan excludes:
      1. the cost of hotel, subsistence, travelling and any other ancillary expenses reasonably incurred by the Services team in connection with the Services, and the cost of any materials or services reasonably and properly provided by third parties required by Hurra for the supply of the Services. Such expenses, materials and third party services shall be invoiced by Hurra [at cost]; and
      2. VAT, which Hurra shall add to its invoices at the appropriate rate.
    5. The Customer shall pay each invoice submitted to it by Hurra in full, and in cleared funds, within 30 days of receipt.
    6. Without prejudice to any other right or remedy that Hurra may have, if the Customer fails to pay Hurra on the due date Hurra may:
      1. charge interest on such sum from the due date for payment at the annual rate of 5% above the European Central Bank base lending rate from time to time, accruing on a daily basis and being compounded quarterly until payment is made, whether before or after any judgment. Hurra may claim interest under the Late Payment of Commercial Debts (Interest) Act 1998; and
      2. suspend all Services until payment has been made in full.
    7. Time for payment shall be of the essence of the Agreement.
    8. All payments payable to Hurra under the Contract shall become due immediately on termination of the Agreement, despite any other provision. This condition is without prejudice to any right to claim for interest under the law, or any such right under the Agreement.
    9. Hurra may, without prejudice to any other rights it may have, set off any liability of the Customer to Hurra against any liability of Hurra to the Customer.
       
  6. Intellectual property rights
    1. All Intellectual Property Rights and all other rights in the Deliverables shall be owned by Hurra. Hurra hereby licenses all such rights to the Customer free of charge and on a non‑exclusive, worldwide basis to such extent as is necessary to enable the Customer to make reasonable use of the Deliverables and the Services as is envisaged by the parties. If Hurra terminates the Agreement under Clause 12, this licence will automatically terminate (without any liability being incurred by Hurra in respect of the licence being terminated).
    2. Customer acknowledges that its use of rights in Pre‑existing Materials conditional on Hurra obtaining a written end‑user licence (or sub‑licence) of such rights ("PEM Licence") from the relevant licensor or licensors on such terms as will entitle Hurra to license such rights to the Customer. Whilst Hurra will use its reasonable endeavours to obtain where necessary such a PEM Licence, no warranty, representation or other binding assurance is given by Hurra to Customer to this effect and Customer will have no claim against Hurra to the extent that any such PEM Licence is not obtained.
       
  7. Confidentiality and Hurra™'s property
    1. Each party (the "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 or its agents (the "Disclosing Party"), and any other confidential information concerning the Disclosing Party’s business or its products which the Receiving Party may obtain. The Receiving Party shall restrict disclosure of such confidential material to such of its employees, agents or sub‑contractors as need to know it for the purpose of discharging the Receiving Party’s obligations to the Disclosing Party, and shall ensure that such employees, agents or sub‑contractors are subject to obligations of confidentiality corresponding to those which bind the Receiving Party.
    2. All materials, equipment and tools, drawings, specifications and data supplied by the Disclosing Party to the Receiving Party shall at all times be and remain the exclusive property of the Disclosing Party, but shall be held by the Receiving Party in safe custody at its own risk and maintained and kept in good condition by the Receiving Party until returned to the Disclosing Party immediately upon the Disclosing Party’s request, and shall not be disposed of or used other than in accordance with the Disclosing Party's written instructions or authorisation.
    3. This condition 8 shall survive termination of the Contract, however arising.
       
  8. Limitation of liability
    1. The following provisions set out the entire financial liability of Hurra (including any liability for the acts or omissions of its employees, agents and sub‑contractors) to the Customer in respect of:
      1. any breach of the Agreement;
      2. any use made by the Customer of the Services, the Deliverables or any part of them; and
      3. any representation, statement or tortious act or omission (including negligence) arising under or in connection with the Agreement.
    2. All warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Agreement.
    3. For the avoidance of doubt, whilst Hurra will perform the Services in accordance with its obligations set out in Clause 2, Hurra makes no warranty, representation or undertaking whatsoever or howsoever that any of the Services or Deliverables will positively influence the commercial or other success of the Customer (including, without limitation, in respect of the Services relating to Keyword Advertising, or Couponing or achieving any particular ranking for the Secondary Site in the Search Engine Listings, that a certain number of Referred Users or orders from Referred Users will be achieved or that the Secondary Site will operate continuously, or without interruption or be error free).
    4. Nothing in these conditions excludes the liability of Hurra:
      1. for death or personal injury caused by Hurra's negligence; or
      2. for fraud or fraudulent misrepresentation.
    5. Subject to Clauses 9.2 and 9.4:
      1. Hurra shall not be liable, whether in tort (including for [negligence or] breach of statutory duty), contract, misrepresentation or otherwise for:
        1. loss of profits; or
        2. loss of business; or
        3. depletion of goodwill or similar losses; or
        4. loss of anticipated savings; or
        5. loss of goods; or
        6. loss of contract; or
        7. loss of use; or
        8. loss or corruption of data or information; or
        9. any special, indirect, consequential or pure economic loss, costs, damages, charges or expenses.
      2. Hurra's total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of the Contract shall be limited to (a) where the Services are provided for a fixed price, the price paid for the Services; and (b) where the Services are provided on a time and materials basis, to the total of the all payments made to Hurra by the Customer during the 12 month period preceding the breach.
    6. The Customer acknowledges that Hurra does not and will not operate or exercise control over and accepts no responsibility for the Content.
    7. Hurra does not warrant or otherwise promise that the Services or use thereof (in whole or in part) or Deliverables are in compliance with laws or available for use in locations outside the United Kingdom.
    8. If the Customer chooses to allow its own customers to make use of the Services (in whole or in part) or Deliverables from locations outside of the United Kingdom, it does so on its own initiative, and agrees to be fully responsible for compliance with local laws.
    9. To the extent that any provision of the Terms and Conditions is unenforceable in such locations, that provision should be struck out and the remaining provisions remain in force.
       
  9. Indemnity
    1. The Customer shall indemnify Hurra against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal and other professional costs and expenses) suffered or incurred by Hurra arising out of or in connection with:
      1. Any breach of the warranties contained in this Agreement;
      2. The Customer’s breach or negligent performance or non‑performance of this Agreement;
      3. Any claim made against Hurra for actual or alleged infringement of a third party’s intellectual property rights arising out of or in connection with the provision of the Services by Hurra;
      4. any claim made against Hurra by a third party arising out of or in connection with the provision of the Services, to the extent that such claim arises out of the breach, negligent performance or failure or delay in performance of this agreement by the Customer, its employees, agents or subcontractors.
    2. This indemnity shall not cover Hurra to the extent that a claim under it results from Hurra's negligence or wilful misconduct.
    3. If any third party makes a claim, or notifies an intention to make a claim, against Hurra which may reasonably be considered likely to give rise to a liability under this indemnify (a Claim), Hurra shall:
      1. As soon as reasonably practicable, give written notice of the Claim to the Customer, specifying the nature of the Claim in reasonable detail;
      2. Not make any admission of liability, agreement or compromise in relation to the Claim without the prior written consent of the Customer [(such consent not to be unreasonably conditioned, withheld or delayed)], provided that Hurra may settle the Claim (after giving prior written notice of the terms of settlement (to the extent legally possible) to the Customer, but without obtaining the Customer’s consent) if Hurra [reasonably] believes that failure to settle the Claim would be prejudicial to it in any material respect;
      3. Give the Customer access at reasonable times (on reasonable prior notice) to its premises and its officers, directors, employees, agents, representatives or advisers, and to any relevant assets, accounts, documents and records within the power or control of Hurra, so as to enable the Customer and its professional advisers to examine them and to take copies (at the Customer’s expense) for the purpose of assessing the Claim; and
      4. Subject to the Customer providing security to Hurra to Hurra's reasonable satisfaction against any claim, liability, costs, expenses, damages or losses which may be incurred, take such action as the Customer may reasonably request to avoid, dispute, compromise or defend the Claim.
    4. If a payment due from the Customer under this clause is subject to tax (whether by way of direct assessment or withholding at its source), Hurra shall be entitled to receive from the Customer such amounts as shall ensure that the net receipt, after tax, to Hurra in respect of the payment is the same as it would have been were the payment not subject to tax.
    5. Nothing in this clause shall restrict or limit Hurra’s general obligation at law to mitigate a loss it may suffer or incur as a result of an event that may give rise to a claim under this indemnity.
       
  10. Termination
    1. Initial Term

      Save as otherwise expressly set out in Schedule 1 in respect of specific Services. this Agreement shall commence on the Commencement Date and continue in force for a period of 12 months from the Commencement Date (the "Initial Term"). Neither party may terminate this Agreement during the Initial Term other than pursuant to Clause 13.3 below. Following the expiry of the Initial Term the Agreement may be terminated by either party giving one month's written notice to the other party.

    2. Trial Period

      During the Trial Period the Customer may terminate the Agreement at any time by giving written notice to Hurra.

    3. Without prejudice to any other rights or remedies to which the parties may be entitled, either party may terminate the Agreement without liability to the other if:
      1. the other party commits a material breach of the Agreement and (if such a breach is remediable) fails to remedy that breach within 30 days of that party being notified in writing of the breach; or
      2. an order is made or a resolution is passed for the winding up of the other party, or circumstances arise which entitle a court of competent jurisdiction to make a winding‑up order of the other party; or
      3. an order is made for the appointment of an administrator to manage the affairs, business and property of the other party, or documents are filed with a court of competent jurisdiction for the appointment of an administrator of the other party, or notice of intention to appoint an administrator is given by the other party or its directors or by a qualifying floating charge holder (as defined in paragraph 14 of Schedule B1 to the Insolvency Act 1986); or
      4. a receiver is appointed of any of the other party's assets or undertaking, or if circumstances arise which entitle a court of competent jurisdiction or a creditor to appoint a receiver or manager of the other party, or if any other person takes possession of or sells the other party's assets; or
      5. the other party makes any arrangement or composition with its creditors, or makes an application to a court of competent jurisdiction for the protection of its creditors in any way, or becomes bankrupt; or
      6. the other party ceases, or threatens to cease, to trade; or
      7. there is a change of control of the other party; or
      8. the other party takes or suffers any similar or analogous action in any jurisdiction in consequence of debt.
    4. Where Hurra is providing SEO related Services for more than one Customer Site, either party may (subject to the earlier provisions of this Clause 11) terminate this Agreement in part in respect of the Customer Sites designated in any notice of termination. For the avoidance of doubt, in such circumstances, the Agreement will remain in full force and effect in respect of the other Customer Sites.
    5. Where Hurra is providing SEM related Services in respect of more than one search engine, either party may (subject to the earlier provisions of this Clause 11) terminate this Agreement in part in respect of the search engine designated in any notice of termination. For the avoidance of doubt, in such circumstances, the Agreement will remain in full force and effect in respect of the other search engine.
    6. Termination of the Agreement, however arising, shall not affect or prejudice the accrued rights of the parties as at termination or the continuation of any provision expressly stated to survive, or implicitly surviving, termination.
       
  11. Suspension

    In the event that Hurra reasonably believes it to be necessary in order to preserve its commercial reputation or otherwise (and as a consequence of breach of any provision of this Agreement by the Customer), it may, without prior notice to the Customer and without incurring any liability, suspend the connection between its servers and the Customer's servers for such period as it reasonably believes to be necessary or otherwise withhold its services for such period as it reasonably deems necessary.
     

  12. Force Majeure
    1. Subject to the provisions of the remainder of this Clause 13, Hurra shall have no liability to the Customer under the Agreement or otherwise if it is prevented from, or delayed in, performing its obligations under the Agreement or from carrying on its business by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock‑outs or other industrial disputes (whether involving the workforce of Hurra or any other party), wide spread unavailability of the internet, 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 sub‑contractors.
    2. Suspension of Liability

      If and to the extent that either party's ability to perform its obligations under this Agreement is limited, delayed or prevented by any Force Majeure Event:

      1. it shall as soon as practicable notify the other party of such fact and of the period of its continuance and consequences which are expected;
      2. its obligations which are affected by the relevant Force Majeure Event shall be relaxed and suspended without liability upon it;
      3. if any delay permitted by this sub‑clause causes a delay in performance by the other party, that party's time for performance shall be correspondingly extended;
      4. it shall keep the other party fully informed of the matter and progress towards performance of the obligation in question.
    3. Endeavours to Cure

      Any party invoking the protection of this clause shall take all reasonable action to minimise the consequences of a Force Majeure and to resume due performance of the obligations excused as soon as practicable.

    4. Termination

      If that Force Majeure Event continues for a continuous period of six months and is continuing at the end of that time then either party may on written notice terminate this Agreement with immediate effect.

  13. Waiver
    1. A waiver of any right under the Agreement is only effective if it is in writing and it applies only to the party to whom the waiver is addressed and the circumstances for which it is given.
    2. Unless specifically provided otherwise, rights arising under the Agreement are cumulative and do not exclude rights provided by law.
       
  14. Severance
    1. If any provision of the Agreement is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force.
    2. If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.
       
  15. Status of pre-contractual statements

    Each of the parties acknowledges and agrees that in entering into the Agreement it does not rely on any undertaking, promise, assurance, statement, representation, warranty or understanding (whether in writing or not) of any person (whether party to this agreement or not) relating to the subject matter of this agreement other than as expressly set out in the Agreement.
     

  16. Assignment
    1. Subject to the provisions of paragraph 17.2, neither party shall, without the prior written consent of the other party, assign, transfer, charge, sub‑contract or deal in any other manner with all or any of its rights or obligations under the Agreement.
    2. Hurra may assign, transfer, charge or sub‑contract any of its rights or obligations under the Agreement to any of its group companies (including, without limitation, its parent company and subsidiaries from time to time).
    3. Hurra may engage at its discretion, independent third parties or other group companies to assist in the rendering of the Services.
    4. This Agreement shall be binding upon and enure to the benefit of the respective successors of the parties.
       
  17. No partnership or agency

    Nothing in the Agreement is intended to or shall operate to create a partnership between the parties, or to authorise either party to act as agent for the other, and neither party shall have authority to act in the name or on behalf of or otherwise to bind the other in any way (including but not limited to the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).
     

  18. Third party rights

    The Agreement is made for the benefit of the parties to it and (where applicable) their successors and permitted assigns, and is not intended to benefit, or be enforceable by, anyone else (whether under the Contracts (Rights of Third Parties) Act 1999 or otherwise).
     

  19. Variation

    No variation of this Agreement shall be effective unless in writing signed by each of the Parties or by their respective authorised representatives but if so signed need not be executed as a deed.
     

  20. Notices

    Any notice under the Agreement shall be in writing and shall be delivered by hand, email or sent by pre‑paid first‑class post or recorded delivery post to the other party at its address as set out in the Agreement, or such other address as may have been notified by that party for such purposes, or sent by fax to the other party's fax number as set out in the Agreement. A notice delivered by hand shall be deemed to have been received when delivered (or if delivery is not during business hours, at 9.00 am on the first business day following delivery). A correctly addressed notice sent by pre‑paid first‑class post or recorded delivery post shall be deemed to have been received at the time at which it would have been delivered in the normal course of post. A notice sent by email shall be deemed to have been received at the time of transmission (as indicated by the time record at the tope of the sent item). A notice sent by fax shall be deemed to have been received at the time of transmission (as shown by the timed printout obtained by the sender).

  21. Governing law and jurisdiction
    1. The Agreement and any disputes or claims arising out of or in connection with its subject matter are governed by and construed in accordance with the law of England.
    2. The parties irrevocably agree that the courts of England have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with the Agreement.

Schedule, services

Part 1 – Service Plan for Search Engine Listings Enhancement

Definitions:

Coversion rate: Ratio of user clicks to sales.

CPC: Cost per Click; fees to be paid by the Customer to Hurra on the basis of referred users to the Customer Site;

CPO: Cost per Order; fees to be paid by the Customer to Hurra on the basis of orders placed on the Customer Site by referred users.

Template: Standard design made by Hurra and used for Secondary Site.

Trade marks: In respect of the Customers Site, registered and unregistered trade marks and any logos, strap lines, text, device or get up.

  1. Hurra Obligations
    1. Hurra will create the Secondary Site and the Template from designs provided by the Customer;
    2. Hurra will advise and assist the Customer in linking such Templates with customer product data.
    3. Hurra will advise the Customer on:
      1. the acquisition of users for the Customer Site through search engine optimization, taking into account the search strategies published by the search engine providers for the search engines specified in the agreement.
      2. measures to achieve favourable rankings in search engine listings of search results to lead Users from certain Internet sites to the Customer Site.
    4. However, Hurra is not obliged and nor does it guarantee in any way whatsoever, to provide the Customer with a search result listing or that certain rankings will be achieved (although it will use its reasonable endeavours to this effect). Hurra shall also be under no obligation to examine or to revise data provided by the Customer.
    5. Hurra will provide to the Customer, free of charge, a software tool, currently written in the Perl interpreter computer language, to be used by the Customer to enable communication between Hurra´s servers and the Customer´s servers;
    6. Hurra will give instructions to the Customer how to connect Customer´s server and Hurra´s server to ensure the display of Template and Product data on the user screen.
  2. Customer Obligations

    The customer to the extent necessary and reasonable will participate and support Hurra in providing its services. Without limitation, this will include installing and keeping installed any software tool or user tracking device ("Device") that Hurra may supply for use on the Customer Site and permit Hurra to have all reasonable access to such Device to record clicks and/or orders placed for the purposes of calculating fees due to Hurra. The Customer shall not modify any such Device (including, without limitation, cutting off, manipulating or influencing its function in any way or bypassing any Device or the Hurra server or seeking to do any of the aforementioned things).

  3. Trade Mark Licence

    The Customer hereby grants Hurra a non‑exclusive, royalty‑free licence to make such use of the Trade Marks as is necessary for Hurra to carry out the Services in accordance with this Agreement. This licence will terminate upon removal of the Trade Marks from the Customer Site.

  4. Customer Inspection
    1. The Customer will inspect the Template, the Secondary Site and the search engine listings. Any defects must be reported Hurra within 7 days of the Customer’s receipt of the Template for approval.
    2. If no defects are reported to Hurra within this period, the Deliverables will be deemed to be satisfactory for online use.
    3. On an ongoing basis during the provision of the Services, the Customer will also continuously inspect the search engine listings and the Secondary Site. Any defects must be reported by the Customer to Hurra within 7 days of their occurrence, failing which Hurra shall have no obligation to remedy them.
  5. Fees
    1. The Fees for the Search Engine Listings Enhancement Services will be set out in a separate purchase order.
    2. In general terms:
      1. CPC: The Customer will pay Hurra a fee for every Referred User.
      2. CPO: If a Referred User orders any Products within 30 days following referral the Customer will pay Hurra an additional fee as a percentage of the net order price.
      3. During any Trial Period Hurra renders its services at rates to be separately agreed with the client.

Part 2 – Service Plan for Keyword Advertising

  1. Hurra Obligations
    1. Hurra will advise the Customer in keyword marketing, intended to achieve favorable rankings in listings of search results in search engines; Hurra will advise the Customer in the compilation of keywords ("Keyword Lists") adapted to the Customer´s business.
    2. Hurra will design headlines and texts for keyword advertisements ("Headlines & Texts"), taking into account the search strategies published by the search engine providers. The adverts will then be linked to the Customer Site.
    3. Hurra will be entitled to:
      1. ownership of the Keyword Lists and Headlines & Texts; and
      2. the Intellectual Property Rights in the Keyword Lists and Headlines & Texts, which the Customer assigns to the Company.
    4. "Intellectual Property Rights" means all present and future copyright, design rights and other intellectual property rights.
    5. The Customer undertakes to do anything reasonably required (both during and after the termination of this Agreement) to ensure that all Intellectual Property Rights in the Keyword Lists and Headlines & Texts belong to or are assigned to Hurra and to assist Hurra in protecting or maintaining them (although Hurra will not be obliged to do so).
    6. Upon request by the Company, and in any event upon the termination of the Agreement, the Customer will promptly deliver to Hurra all Keyword Lists and Headlines & Texts in the Customer's possession.
    7. If any moral right under the Copyright, Designs and Patents Act 1988 arises in respect of any Keyword Lists and/or Headlines & Texts the Customer will:
      1. waive the right as against Hurra and its employees; and
      2. exercise the right against any third party only as Hurra requests and in accordance with the Hurra’s directions.
    8. Hurra grants to the Customer a non‑exclusive non transferable license for the duration of this Agreement to use the Keyword Lists and Headlines & Texts for the purposes of the Services.
    9. Although Hurra will use its reasonable endeavours to ensure that (a) an advertisement is shown in connection with certain listings; and (b) that certain rankings among advertisements are achieved, it has no obligation to ensure to this extent and shall have no liability to the Customer or any third party to the effect that the matters mentioned in (a) and/or (b) are not achieved.
    10. Hurra shall have no liability to the Customer or to any third party to the extent that proposed keywords are unlawful or conflict with existing or pending trademarks or tradenames (whether registered or otherwise) save subject to the terms of any separate written agreement between Hurra and the Customer for the legal review of such keywords which contains any such express obligation.
    11. The Customer may request in writing that certain keywords are not booked.
    12. Hurra shall be under no obligation to examine or to revise data provided by the Customer or the contents of the Customer website.
    13. Hurra books advertising space in its own name on account of the Customer.
    14. Hurra maintains a proprietary BidManagment tool, which it may use at its discretion to optimize the provision of Services. For the avoidance of doubt, the Customer agrees that it shall obtain no rights to such tool or the intellectual property therein, whatsoever.
    15. To the extent that Hurra’s agreement with the Customer is terminated for any reason, Hurra may terminate (at its absolute discretion) any account that it has previously opened with a search engine provider on behalf of the Customer. Hurra shall have no liability to the Customer or any third party in respect of the closure of such account and shall be under no obligation whatsoever to transfer such account to the Customer.
    16. Save where separate written agreement has been reached between Hurra and the Customer on the Services to be rendered by Hurra (particularly in respect of the type, quantity, volume, distribution of the budget on various search engines, content of advertisements or other characteristics of the performance) the type of Services and their performance shall be subject to the absolute discretion of Hurra.
    17. Unless otherwise agreed, advertisements are booked for one month. The contract is renewed monthly, on equal terms, unless terminated in writing by either party no later than 7 days before the end of the month (and Customer shall have liability for all prior and existing obligations should it exercise this option).
    18. Save as in conflict with these terms and conditions or otherwise provided, the terms and conditions and price lists of the search engine providers shall apply to the provision of Services. The costs as set out on the price lists shall be charged directly to the Customer via an invoice raised by Hurra. At the request of the Customer, Hurra shall provide copies of a search engine provider’s terms and conditions to the Customer. This shall be the case for, without limitation, the following services:
      1. design and placement of an advertisement;
      2. conditions under which an advertisement is displayed;
      3. publication date.
    19. Hurra shall also, at its absolute discretion, be permitted to make amendments to its own terms and conditions (including, without limitation, the method of calculation relating to and the amount of advertising prices) to reflect amendments to the terms and conditions of search engine providers..
    20. The calculation method for the advertising prices of the search engine provider (CPC, CPM, CPO, etc.) is established individually per advertisement. If there is no provision in the relevant search engine provider’s terms and conditions, the relevant calculation method shall be determined by Hurra at its reasonable discretion.
    21. If a booking request by Hurra is rejected by a search engine provider, Hurra shall have no liability to the Customer or to any third party whatsoever in that respect. However, Hurra may, at its reasonable discretion, redistribute the budget to other agreed search engine providers.
    22. Hurra will provide the Customers with a tracking tool.
    23. Hurra will open an account for each Customer, which allows access to general information about the profitability of the Hurra Services provided to the Customer. In addition, the Customer will be provided with individual reports on the performance of the Services, at intervals to be agreed between the Customer and Hurra.
  2. Fees
    1. The parties will agree in writing a monthly budget that is applicable until a different budget is agreed;
    2. The Customer will make a monthly minimum advance payment on the budget applicable for the following month, which will be utilized by Hurra to contribute towards the payment of search engine providers or other third party providers, at Hurra’s discretion.
    3. Save as otherwise set out in this Agreement the Customer shall be under no obligation to compensate Hurra for its Services beyond the agreed minimum budget unless (a) further expenditure is agreed between the parties; or (b) a minimum budget is agreed between the parties lower than the standard minimum budget; or (c) a search engine provider reduces or cancels the commission due to Hurra for its bookings (in which case, the Customer shall be liable to Hurra for the shortfall and an equivalent amount for any future months in which Hurra continues to provide its Services to the Customer).
    4. In case of a budget shortfall, or should the parties so agree at any other time, the Customer agrees to pay a monthly flat‑rate charge, save as such shortfall is caused by Hurra’s default. Hurra™ shall give notice to the Customer no later than 7 days before the end of the month on a possible budget shortfall to enable the customer to prevent the shortfall.
    5. Hurra is under no obligation to make bookings, unless and to the amount Hurra has received advance payments from the Customer. Hurra has the right to make bookings exceeding the agreed budged by up to 10%.
    6. Payments made by Hurra according to the preceding provision are deducted from the advance payment for the following month whenever possible. The Customer agrees to make a supplementary payment as required to cover the agreed budget.
    7. Advance payments not spent on bookings can be used for advance payments due in a later month after deduction of a flat rate charge.
    8. The Customer will receive a monthly invoice. The Customer will express any objections to the invoice in writing within 4 weeks, failing which it will be deemed to have accepted such invoice.

Part 3 – Supplements and Accompanying Advertising (e.g. Couponing)

  1. Obligations of Hurra and the Customer
    1. The Customer will provide the design, contents and other information for the advertisement in an appropriate machine‑readable form always in the current version.
    2. The Customer will install and integrate the tracking tool provided by Hurra according to the instructions given by Hurra. To the extent that installation is not carried out in the manner set out in the instructions, Hurra shall have no liability to the Customer whatsoever.
    3. The Customer will refrain from using software, files (such as robots.txt), settings, or techniques of search engine optimization (such as the use of subdirectories) that may block or impede the access of search engine crawlers or impede or affect the services rendered by Hurra or the calculation of the compensation due to Hurra™. In the event of breach of this provision by the Customer, Hurra will be entitled to liquidated damages equal to the difference between the average compensation in the last 3 months prior to the breach and compensation after the breach. The Customer agrees that such compensation is a genuine pre‑estimate of the loss that Hurra would incur as a result of such a breach. The aforementioned claim for liquidated damages applies as long as the monthly fees paid by the Customer to Hurra have not reached the level of monthly fees paid immediately prior to the breach.
    4. The Customer will order from Hurra services of posting of leaflets or other advertising with shipments by an agreed mail order company (the "Mail Order Company") to its third party customers. The customer‑mandated measures will be taken by Hurra by booking such advertising with the Mail Order Company in its own name on the account of the Customer.
    5. The design of the advertising items is determined by the Customer. The advertising items may be provided by the Mail Order Company.
    6. The Mail Order Company will distribute the advertising items to its own customers according to its own terms and conditions or in the absence of such terms and conditions at its own discretion. Hurra makes no representations on behalf of the Mail Order Company and shall have no liability to the Customer in respect of any default of the Mail Order Company.
    7. For purposes of customer tracking Hurra may establish a Landing Page (micro‑site) on the Internet and link the landing page to the customer site so that users can enter the customer site.
  2. Fees
    1. The Customer shall make an advance payment to Hurra in the amount of the agreed budget. The advance payment shall be used for the agreed advertising.
    2. Hurra shall be entitled to reimbursement from the Customer for costs charged by the Mail Order Company. This reimbursement obligation takes effect with 1 week’s notice at the beginning of the month following the Mail Order Company incurring its costs.
    3. Hurra is under no obligation to book advertising unless and to the amount advance payments have been received from the Customer.
    4. The Customer agrees that Hurra shall have the right to make bookings on the Customer’s behalf exceeding the agreed budged by up to 10% and, to the extent that such bookings are made, the Customer will remain liable to Hurra for the costs thereof.
    5. In addition, the Customer shall pay the agreed compensation (CPC) calculated after the clicks registered on the landing page.
    6. All prices are in EURO (OR GBP) plus the current value added tax.

Part 4 – Service Plan for Social Media

  1. Hurra Obligations
    1. Hurra will advise the Customer in social media marketing, intended to achieve favorable rankings in listings of ads and page posts in users newsfeeeds; Hurra will advise the Customer in the compilation of audience targeting ("Audience Lists") adapted to the Customer´s business.
    2. Hurra will design headlines and texts for social media advertisements ("Headlines & Texts"), taking into account the listing strategies published by the social media plattforms. The adverts will then be linked to the Customer Site.
    3. Hurra will be entitled to:
      1. ownership of the Audience Lists and Headlines & Texts; and
      2. the Intellectual Property Rights in the Audience Lists and Headlines & Texts, which the Customer assigns to the Company.
    4. "Intellectual Property Rights" means all present and future copyright, design rights and other intellectual property rights.
    5. The Customer undertakes to do anything reasonably required (both during and after the termination of this Agreement) to ensure that all Intellectual Property Rights in the Audience Lists and Headlines & Texts belong to or are assigned to Hurra and to assist Hurra in protecting or maintaining them (although Hurra will not be obliged to do so).
    6. Upon request by the Company, and in any event upon the termination of the Agreement, the Customer will promptly deliver to Hurra all Audience Lists and Headlines & Texts in the Customer's possession.
    7. If any moral right under the Copyright, Designs and Patents Act 1988 arises in respect of any Audience Lists and/or Headlines & Texts the Customer will:
      1. waive the right as against Hurra and its employees; and
      2. exercise the right against any third party only as Hurra requests and in accordance with the Hurra’s directions.
    8. Hurra grants to the Customer a non‑exclusive non transferable license for the duration of this Agreement to use the Audience Lists and Headlines & Texts for the purposes of the Services.
    9. Although Hurra will use its reasonable endeavours to ensure that (a) an advertisement is shown in connection with certain listings; and (b) that certain rankings among advertisements are achieved, it has no obligation to ensure to this extent and shall have no liability to the Customer or any third party to the effect that the matters mentioned in (a) and/or (b) are not achieved.
    10. Hurra shall have no liability to the Customer or to any third party to the extent that proposed Audiences are unlawful or conflict with existing or pending trademarks or tradenames (whether registered or otherwise) save subject to the terms of any separate written agreement between Hurra and the Customer for the legal review of such Audiences which contains any such express obligation.
    11. The Customer may request in writing that certain Audiences are not booked.
    12. Hurra shall be under no obligation to examine or to revise data provided by the Customer or the contents of the Customer website.
    13. Hurra books advertising space in its own name on account of the Customer.
    14. Hurra maintains a proprietary BidManagment tool, which it may use at its discretion to optimize the provision of Services. For the avoidance of doubt, the Customer agrees that it shall obtain no rights to such tool or the intellectual property therein, whatsoever.
    15. To the extent that Hurra’s agreement with the Customer is terminated for any reason, Hurra may terminate (at its absolute discretion) any account that it has previously opened with a social media plattform on behalf of the Customer. Hurra shall have no liability to the Customer or any third party in respect of the closure of such account and shall be under no obligation whatsoever to transfer such account to the Customer.
    16. Save where separate written agreement has been reached between Hurra and the Customer on the Services to be rendered by Hurra (particularly in respect of the type, quantity, volume, distribution of the budget on various search engines, content of advertisements or other characteristics of the performance) the type of Services and their performance shall be subject to the absolute discretion of Hurra.
    17. Unless otherwise agreed, advertisements are booked for one month. The contract is renewed monthly, on equal terms, unless terminated in writing by either party no later than 7 days before the end of the month (and Customer shall have liability for all prior and existing obligations should it exercise this option).
    18. Save as in conflict with these terms and conditions or otherwise provided, the terms and conditions and price lists of the social media plattforms shall apply to the provision of Services. The costs as set out on the price lists shall be charged directly to the Customer via an invoice raised by Hurra. At the request of the Customer, Hurra shall provide copies of a social media plattform’s terms and conditions to the Customer. This shall be the case for, without limitation, the following services:
      1. design and placement of an advertisement;
      2. conditions under which an advertisement is displayed;
      3. publication date.
    19. Hurra shall also, at its absolute discretion, be permitted to make amendments to its own terms and conditions (including, without limitation, the method of calculation relating to and the amount of advertising prices) to reflect amendments to the terms and conditions of social media plattforms..
    20. The calculation method for the advertising prices of the social media plattform (CPC, CPM, CPO, etc.) is established individually per advertisement. If there is no provision in the relevant social media plattform’s terms and conditions, the relevant calculation method shall be determined by Hurra at its reasonable discretion.
    21. If a booking request by Hurra is rejected by a social media plattform, Hurra shall have no liability to the Customer or to any third party whatsoever in that respect. However, Hurra may, at its reasonable discretion, redistribute the budget to other agreed social media plattforms.
    22. Hurra will provide the Customers with a tracking tool.
    23. Hurra will open an account for each Customer, which allows access to general information about the profitability of the Hurra Services provided to the Customer. In addition, the Customer will be provided with individual reports on the performance of the Services, at intervals to be agreed between the Customer and Hurra.
  2. Fees
    1. The parties will agree in writing a monthly budget that is applicable until a different budget is agreed;
    2. The Customer will make a monthly minimum advance payment on the budget applicable for the following month, which will be utilized by Hurra to contribute towards the payment of social media plattforms or other third party providers, at Hurra’s discretion.
    3. Save as otherwise set out in this Agreement the Customer shall be under no obligation to compensate Hurra for its Services beyond the agreed minimum budget unless (a) further expenditure is agreed between the parties; or (b) a minimum budget is agreed between the parties lower than the standard minimum budget.
    4. In case of a budget shortfall, or should the parties so agree at any other time, save as such shortfall is caused by Hurra’s default. Hurra™ shall give notice to the Customer no later than 7 days before the end of the month on a possible budget shortfall to enable the customer to prevent the shortfall.
    5. Hurra is under no obligation to make bookings, unless and to the amount Hurra has received advance payments from the Customer. Hurra has the right to make bookings exceeding the agreed budged by up to 10%.
    6. Payments made by Hurra according to the preceding provision are deducted from the advance payment for the following month whenever possible. The Customer agrees to make a supplementary payment as required to cover the agreed budget.
    7. Advance payments not spent on bookings can be used for advance payments due in a later month after deduction of a flat rate charge.
    8. The Customer will receive a monthly invoice. The Customer will express any objections to the invoice in writing within 4 weeks, failing which it will be deemed to have accepted such invoice.
Newsletter hurra.com™

Zapisz się

Streszczenie najważniejszych informacji z branży marketingu internetowego.