TERMS OF SERVICE
The Contract between you and us for the supply of the Services comprises the benefits and services set out in your selected Service Package and the T&Cs. All packages offer the following additional benefits for the trial and subsequent months of your subscription:
• Click to call
• Callout Extensions
• Dedicated account manager
• Service goes live within 2 Business Days of your confirmed subscription
• A month-end report showing customer responses, delivered within 2 Business Days of the end of the month
• E-mail support during business hours
• Telephone support during business hours
Terms and Conditions of Service (“T&CS”)
In these T&Cs the expression “you” and similar pronouns means the company named in the Price Package and “we”, “us” and similar pronouns means Pearl Media UK Ltd T/A Complete Digital Media, a limited liability company with registered number 08255105 and with registered office at. 141-143 Union Street, Oldham, England, OL1 1TE
Definitions, Expressions & Meanings
Between 09:00 and 17:00 on weekdays other than public holidays in England and Wales
These T&Cs and your Service Package
The fees payable to us each month in advance by you at the rate set out in your selected Service Package
A notice in writing (including e-mail).
Details from which a living individual can be identified
The third party secure payments administrator to which you make payment through
Administering, arranging and placing advertising using Google Adwords ™ utilising a daily budget calculated from your subscription for your selected Service Package.
Some terms used in the summary of benefits in each Service Package are described in more detail below:
Regional Key Word
A word or phrase that describes your business and which will appear in searches by potential customers in a geographical region defined by you
Premium Key Word
A word or phrase that describes your business and which will appear in searches by potential customers throughout the UK
Featuring your adverts on all mobile devices which include smart phones, tablets or other connected mobile device
Click to Call
A feature that allows users to click on an icon on a web page on a compatible mobile device to call a phone number
Any computer virus, trojan horse, worm, time bombs and other disabling, harmful or malicious code, files, scripts, agents or programs
-On receipt of each monthly payment of the Fees we will provide the Services in accordance with your selected Service Package each of the 30 days following receipt.
-We are not responsible for circumstances outside of our control that may interrupt or otherwise prevent performance of all of part of the Services including inability to access the internet, power outages or equipment breakdowns.
-Both parties will maintain up to date anti-virus protection to protect as far as practicable against the introduction of any Virus that may infect any files or data to the other’s computer systems.
3. YOUR RESPONSIBILITIES
-You may only use the results of reports that we issue for your internal business purposes within your company and you must not publish, copy or distribute such results (in whole or in part) to any other person.
-We only offer the Services to business customers. If you are not carrying on a business you should not subscribe for the Services.
-If we suffer any loss or damage as the result of any claim from any person that information submitted by you to us is misleading, fraudulent or otherwise incorrect in any way then (i) we will pass the details of the claim to you (ii) you will deal with such claim directly and (iii) you will reimburse to us on demand all reasonable costs we may incur in defending such claim.
-You are responsible for backing up any data that you enter onto your systems while using the Services and we are not responsible for any loss of your data.
-You authorise us to use your name, logos, branding (including any trademarks) and any feedback you give us in our general publicity that we may issue from time to time.
-We will use your contact details to communicate with you about the Services, any other additional services or offers from us that we believe may be of interest to you as well as for administering the Contract and payments due under it. We may retain your contact information and service and payment history for up to 7 years for statutory, taxation and accounting purposes.
5. FEES PAYMENT AND CANCELLATION
-You will pay the Fees by recurring debit or credit card payment via the Payment Administrator. We will automatically charge the monthly Fees to your card every calendar month. The Payment Administrator will email an invoice to you promptly following each payment.
-You can cancel the Services if you don’t want us to supply them beyond the end of the first month by sending a cancellation to firstname.lastname@example.org before the end of the first month. If you want to cancel after we start supplying services during the second or any subsequent month you have to give at least 30 days’ notice to the above e-mail address or by post to the address on our website. The provision of the Services commits us to incurring costs with Google. We will begin providing the Services when the Payment Administrator informs us of receipt of each monthly payment of the Fees. Accordingly, all Fees paid are non-refundable. -If you do not want to renew the Services it is your responsibility to notify us at the above address.
-If you cancel your payment instruction to your bank, or we are unable to take payment against the card number you submitted for any reason, we may suspend the Services immediately and/or terminate the Contract (without prejudice to our rights to recover any amounts that remain due to us on the termination date).
-All Fees are subject to VAT unless we notify you otherwise.
-We reserve the right to make changes to our charges from time to time but will notify you if the price of your selected Service package will change at least 10 Business Days in advance of the date the change are to take effect.
-We may charge compensation for late payments at the rates and amounts prescribed from time to time under the Late Payment of Commercial Debts (Interest) Act 1998 and in addition shall be entitled to all reasonable costs incurred in recovering any unpaid sums.
6. INTELLECTUAL PROPERTY RIGHTS
-We reserve all rights, title and interest in all software, technology and business processes used to deliver the Services including all related intellectual property rights. Except as expressly stated within the Contract, the Contract does not grant you any rights in patents, copyrights, database rights, trade secrets, trade names, trademarks (whether registered or unregistered) or any other rights or licences in respect of the Services or the underlying technology.
-Other than permitted by applicable law, you will not create derivate works based on the Services; or copy, frame or mirror any part or content of the Services; or reverse engineer the Services; or otherwise access the Services in order to build a competitive product or service or copy any features, functions or graphics contained within the Services or its outputs.
7. WARRANTIES AND LIMITATIONS
-Except as expressly set out within the Contract, all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are excluded from the Contract.
-We offer no warranty or representation that the Services will generate customers or revenue for your business.
-Our entire liability to you for all claims arising in any calendar year based on our breach of any term of the Contract, in negligence or otherwise is limited to the Fees actually received by us in the period of 30 days prior to the date of the claim.
-Nothing in the Contract excludes liability for death or personal injury caused by negligence or for our fraud or fraudulent misrepresentation.
8. TERM AND TERMINATION
The Contract begins on the date on which we first supply the Services and will continue unless terminated by you cancelling your recurring payment instruction or by notice from us.
Either party may terminate the Contract immediately without liability to the other and without prejudice to any other rights or remedies to which the parties may be entitled if the other party commits a material breach of any of important term of the Contract which is either not capable of remedy or is not remedied within 14 days of a notice to the party in breach setting out the breach and the steps required to remedy it.
9. USING OUR WEBSITE
You must not:
-Use our website or the Services in a way that breaches any law or regulation, has any unlawful or fraudulent purpose or effect or to transmit or upload Viruses;
-Reproduce, duplicate, copy or re-sell any part of our website.
-We try to ensure that all of the information provided by us on our website is correct and complete at the time of the last update but we do not promise that it will be correct and complete. Content on our website is updated regularly and we may change the content at any time but we do not promise that our website will be available, that your use of our website will be uninterrupted or error-free, or that our website and service will be free from attack (e.g. from Viruses). We do recommend that you use your own appropriate Virus checking software.
-From time to time our website may also include links to other websites. These links are provided for your convenience to provide further information. They do not signify that we endorse such website(s). We have no control over these websites and are not responsible for the content of third party websites.
-You are not permitted to link to our website.
-The design and content of our website, and the material published on it, is protected by copyright and is owned by or licensed to Pearl Media (UK) Ltd T/A Complete Digital Media. All rights are reserved. We or our licensors retain the exclusive right to authorise or prohibit the direct or indirect, temporary or permanent reproduction of our website by any means and in any form, in whole or in part, and to make our website available to the public, and to distribute any copyright protected material in our website.
-No variation of the Contract will be effective unless it is set out in a revised Contract or other written variation document signed by both of us.
-If any provision (or part of a provision) of the Contract is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions will remain in force. If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision will apply with whatever modification is necessary to give effect to the commercial intention of the parties.
-The Contract, and any documents referred to in it, constitute the whole agreement between the parties and supersede any previous arrangement, understanding or agreement between them relating to the subject matter they cover.
-Each party acknowledges and agrees that in entering into the Contract 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 the Contract or not) relating to the subject matter of the Contract, other than as expressly set out in the Contract.
-Each party will not, without the prior written consent of the other, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under the Contract (such consent not to be unreasonably withheld or delayed).
-The Contract is not intended to and does not confer any rights on any person or party other than the parties to the Contract pursuant to the Contracts (Rights of Third Parties) Act 1999.
-The Contract and any disputes or claims arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) are governed by, and construed in accordance with, the law of England.
-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 Contract or its subject matter or formation (including non-contractual disputes or claims).