More Clicks Terms & Conditions

We are More Clicks Ltd, 125 Richmond Avenue, Shoeburyness, Southend-On-Sea, England, SS3 9LF, UK (“More Clicks”, “we”, “us”, or “our”).

To contact us, please use our Contact Form.

These Terms were last updated on Thursday, 25th of April 2024, and are the current and valid version.

Our Privacy Policy and Cookie Policy equally apply to your use of our Services and form part of these Terms.

The More Clicks logo, marks, emblems and images are the copyright of More Clicks. All Rights Reserved © 2024 More Clicks Ltd.

More Clicks agrees to: i) supply, and the Client agrees to purchase the Services in accordance with the description of the service as further described in our proposal and the included quotation (collectively Statement of Work “SOW”) which is subject to this Agreement; ii) use reasonable care and skill to perform the Services identified in the SOW; iii) keep detailed and accurate records of all activities undertaken in relation to the provision of the Services and shall provide the Client with reports at such intervals and in such form as the Client may from time to time require; iv) provide the Client with such documents, reports, data, and other information at such times as the Client may reasonably require. Such information shall be in a form satisfactory to, and approved by, the Client.

This Agreement shall; i) be to the exclusion of any other terms and conditions subject to which any such SOW is accepted or purported to be accepted, or any such order is made or purported to be made, by the Client; ii) not prevent More Clicks from undertaking other Services provided that the undertaking of such Services does not cause a breach of any provision of these Terms.

During the term of this agreement, Client may wish to assign additional projects, products, or services to More Clicks beyond the Services outlined in the accepted quotation or SOW as applicable (“Out-of-Scope Assignments”). More Clicks agrees to accept such Out-of-Scope Assignments only upon a separate written agreement with Client regarding additional compensation to be paid to More Clicks and other relevant terms and conditions, if applicable.

Any typographical, clerical, or other accidental errors or omissions in any SOW, invoice or other document or information issued by More Clicks shall be subject to correction without any liability on the part of More Clicks.

Client acknowledges and agrees that: i) nothing in this Agreement and nothing in More Clicks’ statements to Client will be construed as a promise or guarantee about the outcome of the Services or any advisory or consultancy strategies pursued and if so made or provided are expressions of opinion only; and ii) More Clicks has made no representations, no promise or guarantees about the Services or any advisory or consultancy strategies pursued.

More Clicks is not affiliated with any particular search engine. More Clicks is not employed by or paid by search engine companies and we operate completely as an independent third party to the search engines. To this end:

More Clicks is not affiliated with any particular search engine. More Clicks is not employed by or paid by search engine companies and we operate completely as an independent third party to the search engines. To this end:

More Clicks does not control click-through rate to a website as a result of search engine position.

More Clicks does not manipulate the search engine results.

More Clicks does control the techniques and technologies used to achieve results and takes full responsibility for these techniques as they are documented and described.

Organic search results are controlled by the algorithms used by a particular search engine, not by More Clicks. Because search engines use highly complicated algorithmic formulas to crawl, index, score and compare web pages, and because the search engines change these formulas frequently, it is impossible for More Clicks or any other company to guarantee a particular position for a particular keyword.

The Client shall use all reasonable endeavours to provide all necessary co-operation in relation to this agreement and all pertinent information to More Clicks that is necessary for More Clicks’ provision of the Services.

The Client may, from time to time, issue reasonable instructions to More Clicks in relation to More Clicks’ provision of the Services. Any such instructions should be compatible with the specification of the Services provided.

In the event that More Clicks requires the decision, approval, consent or any other communication from the Client in order to continue with the provision of the Services or any part thereof at any time, the Client shall provide the same in a reasonable and timely manner.

If any consents, licences, or other permissions are needed from any third parties, it shall be the Client’s responsibility to obtain the same in advance of the provision of the Services (or the relevant part thereof).

Any delay in the provision of the Services resulting from the Client’s failure or delay in complying with any of the provisions of this Clause 5 shall not be the responsibility or fault of More Clicks.

The Client shall be required to purchase any applicable third-party licences for any third-party products that are necessary for More Clicks to provide and develop the Services.

The price of the Services shall be the price listed in the SOW at the date of acceptance by the Client, including any monthly retainers, or such other price as may be agreed in writing by More Clicks and the Client.

More Clicks reserves the right, by giving notice to the Client at any time before delivery, to increase the price of the Services to reflect any increase in the cost to More Clicks which is due to any factor beyond the control of More Clicks, any change in performance dates, quantities or specifications for the Services which are requested by the Client, or any delay caused by any instructions of the Client or failure of the Client to give More Clicks adequate information or instructions.

All payments required to be made pursuant to the SOW and this Agreement shall be made unless otherwise specified Net 14 of receipt of the relevant invoice in cleared funds, in GBP (£) to such bank as More Clicks may nominate, without any set-off, withholding or deduction.

Payments referred to herein shall not be refundable under any circumstances, including but not limited to the termination of the SOW and this Agreement for whatever reason.

The price is exclusive of any applicable value added tax excise, sales or taxes or levies of a similar nature which are imposed or charged by any competent fiscal authority in respect of the Services, which the Client shall be additionally liable to pay to More Clicks.

If the Client fails to make any payment on the due date in respect of the price or any other sum due including any monthly retainers under the SOW and this Agreement then More Clicks shall, without prejudice to any right which More Clicks may have pursuant to any statutory provision in force from time to time, have the right to i) suspend the Services, and ii) charge the Client interest on a daily basis on any sum due and not paid on the due date. Such interest shall be calculated cumulatively on a daily basis and shall run from day to day and accrue after as well as before any judgement.

More Clicks warrants to the Client that More Clicks i) will comply with all applicable legal and regulatory requirements applying to the exercise of More Clicks’ rights and the fulfilment of More Clicks’ obligations under this Agreement; ii) has or has access to all necessary know-how, expertise, and experience to perform its obligations under this Agreement.

The work product as provided will conform in all material respects with the accepted SOW.

All materials developed or prepared by More Clicks for Client hereunder that are subject to copyright, trademark, patent, or similar protection shall become the property of Client and deemed “Work Product” provided that Client has paid to More Clicks all fees and costs associated with creating and, where applicable, producing the content.

All title and interest to Work Product shall vest in Client as “works made for hire”. To the extent that the title to any such Work Product may not, by operation of law or otherwise, vest in Client as a work made for hire or any such Work Product may not be considered a work made for hire, all right, title and interest therein is hereby irrevocably assigned by More Clicks to Client.

Notwithstanding any other provision of this Agreement, More Clicks shall retain all right, title and interest in and to, including any intellectual property rights with respect to, any processes, specifications, methodologies, know-how, materials, information and skills (and any derivative works, modifications and enhancements thereto) owned, acquired or developed by More Clicks and regardless of whether incorporated in any Work Product.

Each Party undertakes that, except as provided by a separate Confidentiality Agreement or as authorised in writing by the other Party, it shall, at all times during the continuance of this Agreement and for 5 years after its termination: i) keep confidential all Confidential Information; ii) not disclose any Confidential Information to any other party; iii) not use any Confidential Information for any purpose other than as contemplated by and subject to the terms of this Agreement; iv) not make any copies of, record in any way or part with possession of any Confidential Information; and v) ensure that none of its directors, officers, employees, agents, sub-contractors or advisers does any act which, if done by that Party, would be a breach of the provisions of this Clause 9.

Either Party may disclose any Confidential Information to: i) any subcontractor or supplier of that Party; ii) any governmental or other authority or regulatory body; or iii) any employee or officer of that Party or of any of the aforementioned persons, parties or bodies; iv) to such extent only as is necessary for the purposes contemplated by this Agreement (including, but not limited to, the provision of the Services), or as required by law; and v) use any Confidential Information for any purpose, or disclose it to any other person, to the extent only that it is at the date of this Agreement, or at any time after that date becomes, public knowledge through no fault of that Party. In making such use or disclosure, that Party must not disclose any part of the Confidential Information that is not public knowledge.

The provisions of this Clause 9 shall continue in force in accordance with their terms, notwithstanding the termination of this Agreement for any reason.

This Agreement will commence on the Effective Date and will continue until final completion of the Services as set forth in the SOW(s) or until earlier terminated in accordance with this Agreement, subject to the provisions of this Clause 10.

Either party may terminate this agreement with written notice if the other party breaches any material term and fails to cure such breach within 30 days of receiving written notice thereof.

Either Party may immediately terminate this Agreement by giving written notice to the other Party if:

The other Party commits any other breach of any of the provisions of this Agreement and, if the breach is capable of remedy, fails to remedy it within 7 Business Days after being given written notice giving full particulars of the breach and requiring it to be remedied;

An encumbrancer takes possession, or makes any voluntary arrangement with its creditors or, becomes subject to an administration order or, goes into liquidation or, anything analogous to any of the foregoing or threatens to cease, to carry on business.

For the purposes of this Clause 10, a breach shall be considered capable of remedy if the Party in breach can comply with the provision in question in all respects.

The rights to terminate this Agreement given by this Clause 10 shall not prejudice any other right or remedy of either Party in respect of the breach concerned (if any) or any other breach.

Upon the termination of this Agreement for any reason:

any sum owing shall become immediately due and payable;

all Clauses which, either expressly or by their nature, relate to the period after the expiry or termination of this Agreement shall remain in full force and effect;

termination shall not affect or prejudice any right to damages or other remedy which the terminating Party may have in respect of the event giving rise to the termination or any other right to damages or other remedy which any Party may have in respect of any breach of this Agreement which existed at or before the date of termination;

subject as provided in this Clause 11 and except in respect of any accrued rights neither Party shall be under any further obligation to the other; and

each Party shall immediately cease to use, either directly or indirectly, any Confidential Information, and shall immediately return to the other Party any documents in its possession or control which contain or record any Confidential Information.

Except in respect of death or personal injury caused by More Clicks’ negligence, More Clicks will not by reason of any representation, implied warranty, condition or other term, or any duty at common law or under express terms of this contract, be liable for any loss of profit or any indirect, special or consequential loss, damage, costs, expenses or other claims (whether caused by More Clicks’ servants or agents or otherwise) which arise out of or in connection with the supply of the Services.

The Client shall indemnify More Clicks against all damages, costs, claims and expenses suffered by arising from loss or damage to any equipment (including that of third parties) caused by the Client, or its agent or employees.

More Clicks shall not be liable to the Client or be deemed to be in breach of this Agreement by reason of any delay in performing, or any failure to perform, any of More Clicks’ obligations if the delay or failure was due to any cause beyond More Clicks’ reasonable control.

No part of this Agreement is intended to confer rights on any third parties.

No failure or delay by either Party in exercising any of its rights under this Agreement shall be deemed to be a waiver of that right.

All notices under this Agreement shall be in writing and addressed to the most recent (e-mail) address of the other Party.

This Agreement contains the entire agreement between the Parties.

Each Party acknowledges that, in entering into this Agreement, it does not rely on any representation, warranty or other provision except as expressly provided in this Agreement, and all conditions, warranties or other terms implied by statute or common law are excluded to the fullest extent permitted by law.

In the event that one or more of the provisions of this Agreement is found to be unlawful, invalid or otherwise unenforceable, that / those provision(s) shall be deemed severed from the remainder of this Agreement. The remainder of this Agreement shall be valid and enforceable.

Each party agrees that this Agreement herewith may be electronically signed, and that any electronic signatures appearing on this Agreement are the same as handwritten signatures for the purposes of validity, enforceability, and admissibility. For the purpose of clarity, the following shall qualify as electronic signature: a) Checking a box or a ‘click to accept’ button; or b) Typing a name; or c) Pasting an image of a signature; or d) Drawing a name or initial with a stylus or by hand on a touchpad; and e) Electronically signing using an available third-party software application.

The Parties shall attempt to resolve any dispute arising out of or relating to this Agreement through negotiations. If negotiations do not resolve the matter within 30 days of receipt of a written invitation to negotiate, the parties will attempt to resolve the dispute in good faith through an agreed Alternative Dispute Resolution (“ADR”) procedure. If the ADR procedure does not resolve the matter within 30 days of the initiation of that procedure, or if either Party will not participate in the ADR procedure, the dispute may be referred to arbitration by either Party.

These Terms and the relationship between you and us shall be governed by and construed in accordance with the laws of England and Wales.