This page constitutes the terms and conditions on which we supply any of the services
described on our website to you...
Last updated: December 2012
Please read it carefully before placing your order. You should understand that by
ordering any of our services you agree to be bound by these terms and conditions.
We recommend that you should print a copy and retain for future reference.
Please note that our Services are designed for use in relation to the law of England
and Wales only.
- 1.1“we” “our” and “us” means or refers to accountantSEO. accountantSEO
is a trading name of Mercia Group Limited. Mercia Group Limited is a company registered
in England & Wales with company number 1464141. Registered Office: 6-14 Underwood Street, London N1 7JQ
. Our principal place of business: Best House, Grange Business
Park, Enderby Road, Whetstone, Leicester LE8 6EP. Our VAT number is 485 7502 17.
- 1.2 “you” and “your” means or refers to
the company, firm or individual placing the order.
- 1.3 “Customer” means your customer.
- 1.4 “Minimum Term” means a period of twelve (12) months
from the date of your payments commencing.
- 1.5 “Monthly Payment” means the price payable for the
- 1.6 “Schedule” means the schedule at the end of this
document which gives details of the Services which we are to provide to you.
- 1.7 “Services” means the Support Services, more particularly
described in the Schedule.
2. Formation of contract
- 2.1 The submission by you of an order shall constitute your acceptance
of the Services and shall form a contract between us for the supply and purchase
of those Services. These terms and conditions including the Schedule shall apply
between us in respect of the Services we are to provide. Except to the extent that
this agreement is varied by mutual consent in writing, it shall constitute the entire
agreement between us and shall prevail over your own terms and conditions and any
previous terms and conditions, agreement, representation, warranty undertaking or
- 2.2 You and we each agree and expressly represent to each other
with the intention that the other shall be entitled to rely on the following representation
and that you and we shall be estopped from denying it. You and we each represent
to the other that in entering into this agreement neither you nor we and shall be
entitled to rely on, and shall have no remedy at law, in equity or under the Misrepresentation
Act 1967 in respect of any statement, representation or other understanding (whether
oral or in writing) of any person whether a party to this agreement or not other
than as expressly set out in or referred to in this agreement. Nothing in this clause
shall preclude any liability for fraud.
3. Terms of Payment
- 3.1 The Monthly Payment shall be paid by you in advance on the
first day of each month by direct debit. A signed direct debit form must be presented
to us before we will make your website live. We will invoice you for a year’s
Support Services on placing an order and on each annual anniversary of placing the
order. The first direct debit collection for the year will be a month’s payment
plus the total VAT for the year. Each 11 direct debit payments thereafter for the
year will be for the monthly payment (net of VAT). If there is a termination during
any year after the end of the Minimum Term, VAT will be refunded pro rata. Payment
may alternatively be made by credit card – this must be done in full for a year
when placing an order.
- 3.2 We reserve the right to vary the Monthly Payment by giving
you two (2) months’
notice in writing to take effect at any time on or after the expiry of the Minimum
- 3.3 The provision of any Additional Services shall be charged in
accordance with our price list from time to time. Our price list is available on
our site and a copy will be forwarded on request.
- 3.4 You will be invoiced for the provision of any Additional Services
on receipt of your order. Payment for any Additional Services will be as per 3.1.
- 3.5 Where no sum is included in the Monthly Payment or any prices
set out in our price list in respect of VAT, these shall be exclusive of VAT.
- 3.6 We may claim interest under the Late Payment of Commercial
Debts (Interest) Act. We shall be entitled to charge you interest on any overdue
amounts at the annual rate of 2% over the base rate of Lloyds TSB plc from time
to time accruing on a daily basis and compounded monthly or part monthly until payment
is made and this rate shall apply both before and after the issue of any legal proceedings
we may take against you to recover any unpaid amount.
- 3.7 YOUR ATTENTION IS SPECIFICALLY DIRECTED TO THIS CLAUSE
In the event that a payment is overdue then (provided that we have given notice
of non-payment and five (5) working days have elapsed and payment has still not
been made) we may then without further notice, and without prejudice to any other
rights or remedies, suspend provision of the Services until such payment has been
made. Suspension shall include the right for us to refuse access to your website.
In the event of any such suspension, if you wish us to resume provision of the Services
we shall be entitled to require payment in full of all Monthly Payments and any
other amounts then outstanding in relation to the Services.
- 3.8 Time shall be of the essence for all payments due under this
- 3.9 You shall not be entitled to withhold from your payment of
the Monthly Payment or your payment of any invoice any sums save if owed by us to
you under this agreement. For the avoidance of doubt you may not withhold any monies
due in respect of anything other than the Services.
- 3.10 We reserve the right to withdraw any special offers at any
4. Supply of Services
- 4.1 We shall use our reasonable endeavours to supply the Services
in accordance in all material respects with this agreement. We shall use our reasonable
care and skill in delivering the Services to you.
- 4.2 Subject as provided in clause 7, we shall use our reasonable
endeavours to meet the performance dates specified, but such dates shall be estimates
only and time shall not be of the essence for our performance. You acknowledge that
where our performance is dependent upon the supply of information and/or materials
by you, we will not be liable for any delay resulting from your failure to supply
such information and/or materials.
5. Security and Data Protection
- 5.1 You and we shall each comply with the data protection legislation
in force from time to time to the extent that such legislation applies to your and
our activities as contemplated by this Agreement.
- 5.2 We undertake that we will maintain reasonable security measures
to protect the security and integrity of any data stored on our system.
- 5.3 You undertake to obtain any consents needed from data subjects
for the processing in the provision of the Services of any personal data supplied
by you or on your behalf in accordance with the data protection legislation in force
from time to time.
- 6.1 You or we may terminate this agreement by giving the other
30 days’ notice in writing to expire at any time on or after the end of the
- 6.2 Either party may terminate this agreement immediately if the
other party becomes unable to pay its debts or enters into compulsory or voluntary
liquidation (other than for the purpose of effecting a reconstruction or amalgamation
in such manner that the company resulting from such reconstruction or amalgamation
if a different legal entity shall agree to be bound by and assume the obligations
of the relevant party under this Agreement) or compounds with or convenes a meeting
of its creditors or has a receiver or manager or an administrator appointed of its
assets or ceases for any reason to carry on business or takes or suffers any similar
action which in the opinion of the party giving notice means that the other may
be unable to pay its debts.
- 6.3 We may terminate this Agreement by giving you notice in writing
if you commit any material breach of your obligations under it and (where such breach
is capable of remedy) fail to remedy such breach within 30 days of receipt of our
notice specifying such breach.
- 6.4 Without prejudice to clause 6.3 or any other provision of this
agreement concerning the time for payment, we may terminate this agreement for late
payment by giving you notice in writing if you are late in making any payment by
more than twenty (20) days or if any three (3) consecutive payments are not made
by the due date or if any three payments in any period of twelve (12) months are
not made by the due date.
7. Effect of termination
- 7.1 Upon termination of this Agreement we shall immediately stop
provision of our services to you;
- 7.2 Upon termination of this agreement you shall immediately pay
to us the balance of any monies due to us
- 7.3 Termination of this agreement shall be without prejudice to
any accrued right of you or us.
- 8.1 Neither you nor we shall without the prior written consent
of the other disclose any information or data relating to the other or its commercial,
financial, technical or other business activities or dealings, intellectual property
rights, the Services we supply or any other secret or confidential information disclosed
to one party by the other during the performance of the agreement (the “Confidential
Information”) to any other third party unless such disclosure is reasonably
necessary for the proper performance of the agreement between us or is required
- 8.2 In each case where one party is required or authorised to disclose
any Confidential Information you or we (as the case may be) shall before doing so
obtain a written undertaking from the person to whom the disclosure is made to keep
confidential the Confidential Information and to only use it for the purposes for
which the disclosure is made.
- 9.1 Any notice under this agreement to be given by either party
to the other shall be in writing and shall be delivered by hand (which includes
courier) or sent by first class pre-paid post or special or recorded delivery to
the other party.
- 9.2 Notices to us shall be addressed to us at 5a The Forum, Minerva
Business Park, Lynch Wood, Peterborough PE2 6FT. Notices to you shall be addressed
to you at the address detailed in your online order. Or in either case such other
address as may from time to time be notified in writing by one party to the other.
- 9.3 A correctly addressed notice delivered by hand shall be deemed
to have been received when delivered (or, if delivery is not during business hours
at 9.00am on the first business day following delivery) or if sent by first class
pre-paid post or special or recorded delivery shall be deemed to have been given
two days after the envelope containing the same was so posted (excluding Saturdays,
Sundays and bank and public holidays).
- 9.4 Any notice under this agreement shall not be validly served
if sent by email or facsimile transmission.
10. Ownership and copyright
- 10.1 We shall be owner of and beneficially entitled to the copyright
and all other rights of a like nature conferred in the United Kingdom in all content
supplied by us to the microSITE. It is not permitted for you to copy or scan any
content from a microSITE into another website or any other printed or electronic
- 11.1 If any provision set out in this Agreement is held by any
competent authority to be invalid, unenforceable or illegal the other provisions
shall remain in force.
- 11.2 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 the to commercial intention
of the parties.
- 11.3 No failure or delay in exercising any right or remedy under
this agreement or in law shall be construed or operate as a waiver thereof nor shall
any single or partial exercise of any right or remedy preclude the further exercise
of such right or remedy. A waiver of a breach or default under this agreement does
not constitute a waiver of any other breach or default and shall not affect the
other terms of the agreement. A waiver of a right under this agreement is only valid
if it is in writing and applies only to the party to which it is given and the circumstances
for which it is given. The rights and remedies provided in this agreement are cumulative
and are not exclusive of any rights or remedies provided by law.
- 11.4 Neither you nor we shall be liable to the other if prevented
from or delayed in performing our respective obligations under this agreement where
the inability to perform those obligations is due to a reason beyond the reasonable
control of you or us (as the case may be).
- 11.5 This agreement is personal to you. You shall not without our
written consent be entitled to delegate or assign any of the obligations or rights
rising under this agreement to any third party whatsoever.
- 11.6 We may subcontract, delegate, transfer, charge or assign our
rights and/or obligations under this agreement in whole or in part.
- 11.7 Save as provided in clause 14.6, this agreement is made for
the benefit of you and us and (where applicable) permitted successors and assigns
and is not intended to benefit, or be enforceable by, any one else whether under
the Contracts (Rights of Third Parties) Act 1999 or otherwise.
- 11.8 The agreement between you and us shall be governed by and
construed in all respects in accordance with the laws of England.
Schedule of accountantSEO Services
This Schedule is to be read in conjunction with and forms part of the accountantSEO
terms and conditions. References in this Schedule to accountantSEO are as defined
in clause 1.1 of the terms and conditions and references to the client are to you
as defined in clause 1.2 of the terms and conditions.
Part 1: microSITE
- A microSITE is a template website using standard text and design which you may subscribe
to for a minimum 12 month period.
- We will provide the microSITE design. The design can be tailored to include corporate
logo, a primary theme colour, choice of font style and size and chosen contact details.
- Your company name and contact details will be added to the microSITE.
- You will provide a copy of your logo in digital format or as a letterhead.
- Upon receipt of your logo and the required contact details, we will customise the
microSITE and make it available to you (within 7 working days).
- The microSITE will not be customised until a signed DD mandate is in our possession
(if you have chosen to pay by DD) or by receipt of cheque/bank transfer if you have
decided to pay annually in advance.
- The website will be hosted on our web servers.
- We will retain ownership of the content and code within the microSITE, other than
the contact details and logo you provide.
- The microSITE will include at least seven pages of standard content relating to
the subject matter of the microSITE.
- The technical content will be updated as soon as reasonably practicable by our editorial
staff as necessary to keep the content up-to-date and in line with the relevant
- When a microSITE has been customised with your contact details we will email you
to advise you of this.
- Any updates you wish to make to your contact details will be emailed to
email@example.com. These updates will be actioned by us within 2 working
- accountantSEO cannot promise to get you to the top of the first page in Google for
every microSITE ordered, but we will use our reasonable endeavours to maximise the
chances of performance over the long-term.
- accountantSEO can make no guarantees as to how quickly the search engine rankings
will improve as this is determined by the search engines, but will use our reasonable
endeavours to achieve higher rankings as quickly as possible.
- All support questions are to be emailed to firstname.lastname@example.org.
Part 2: searchPHRASE
- We will discuss your requirements with you to establish your goals.
- We will help you choose a suitable set of phrases to optimise within your website.
- We will work on your site to optimise the chosen phrases.
- We will provide reports on the performance of your website for the chosen phrases.
- We will monitor these reports and make adjustments as necessary to ensure the continued
optimisation of the chosen phrases.
- We will not promise to get you to the top of the first page in google for every
phrase chosen, but we will use our reasonable endeavours to maximise the chances
of performance of the chosen phrases over the long-term.
- We cannot make any guarantees as to how quickly the search engine rankings will
improve as this is determined by the search engines, but we will use our best endeavours
to achieve higher rankings as quickly as possible.
- We will charge £60 plus VAT per month for every set of 5 phrases optimised.
- Mercia totalSOLUTION and Practice Track Online
customers are entitled to our accountantSEO service for free for
the first 5 phrases for the duration of their contract with either provider.