TERMS AND CONDITIONS

The following terms and conditions of business apply to all services provided by Direct Traffic. Please read them carefully because they form part of your contract with Direct Traffic Limited.
In these terms and conditions a person who engages Direct Traffic to provide services is referred to as the "Client"; and "Direct Traffic" includes any member of Direct Traffic Limited's Group.
These terms and conditions will be deemed as accepted by the Client for all Services provided by Direct Traffic to the Client unless otherwise agreed in writing by the two parties.

1. DEFINITIONS:

The following expressions used in these terms and conditions have the meanings set out below:
"Advertising Space" means a specified advertising space or a publisher URL accessible to search engine spiders in the Direct Traffic publisher network, where a Link Advertisement can be placed.
"Contract" means the Client's contract with Direct Traffic, comprising the Order Form and these terms and conditions.
"Creative" means HTML text generated by either the Client or Direct Traffic.
"Direct Traffic Web Server" means a server computer of Direct Traffic that is used to serve Link Advertisements via the Internet.
"Fees" means the fees payable by Client under the Contract.
"Group" means Direct Traffic Limited, any holding company and subsidiary of Direct Traffic and any subsidiary of its holding company.
"Key Phrase" means a search term as typically used in search engines such as provided by Google.com and Yahoo.com.
"Link Advertisement" means a Link usually accompanied by matching Creative.
"Link" means an HTML link made from a Key Phrase which points to a related page on the Client’s website.
"Order Form" means the form signed by the Client and Direct Traffic setting out, among other things, the Fees, the Services and the Start Date.
"Services" means the services which the Client engages Direct Traffic to carry out, as specified in the Order Form or via alternate means.
"Start Date" means the first day that the Contract comes into effect, as specified in the Order Form or alternately agreed. If no Start Date has been specified then it shall be deemed as being the first day that Services were provided by Direct Traffic to the Client.

2. DESCRIPTION OF SERVICES

Direct Traffic provide services to the Client for the purposes of enhancing the Client’s presence on the internet, together with such related consultancy and design services as may be required by the Client from time to time.

3. TERM OF AGREEMENT

The Contract shall commence on the Start Date and continue until either the Client or Direct Traffic gives three months notice in writing to the other party to terminate the Contract, such notice to expire no earlier than three months from the Start Date or until terminated in accordance with paragraph 11 below.

4. FEES AND PAYMENT

The Client shall be responsible for the payment of Fees invoiced by Direct Traffic except where the Client's Key Phrases have been agreed in writing by Direct Traffic to form a part of a free promotion or free trial.
All Fees are quoted exclusive of VAT and, to the extent that VAT is chargeable in respect of any Services, VAT will be added to the Fees invoiced by Direct Traffic.
Unless otherwise agreed in the Order Form, Fees will be invoiced monthly in advance, with the first payment being due upon the signing of the Contract.
Payment of Fees is due 30 days from the date of Direct Traffic's invoice. In the event of late payment, Direct Traffic reserves the right to charge interest on the balance of unpaid Fees at the rate of 2% above the base rate published from time to time by Barclays Bank plc, calculated weekly and compounded monthly.

5. RIGHT TO REFUSE UNACCEPTABLE ADVERTISING

Direct Traffic reserves the right to refuse any Link Advertisement that contains any Key Phrase or Creative which Direct Traffic, in its sole discretion, considers offensive or unlawful or which it otherwise regards as objectionable, including, but not limited to, material which promotes or provides instructional material about illegal activities or promotes physical harm or injury against any group or individual.
Direct Traffic does not accept advertising from persons who produce or provide gambling or pornographic products or services (which Direct Traffic shall have complete discretion to define) or persons whom Direct Traffic regard as connected to such persons.
The Contract may be terminated forthwith by Direct Traffic if the Client fails to disclose (or conceals or misrepresents) any involvement with gambling or pornographic products or services. In addition, Direct Traffic may, in its complete discretion, refuse the use of any other advertising that it deems to be inappropriate for any other reason(s).
If the Contract is terminated by Direct Traffic for any reason contemplated in this paragraph 5, no payment of Fees shall be refunded.

6. USAGE STATISTICS

Direct Traffic makes no guarantee of any level of traffic at any given time. Direct Traffic shall not be held liable for any claims relating to published or unpublished usage statistics and shall have no obligation to provide the Client with usage statistics.

7. TRUTH IN ADVERTISING / INDEMNIFICATION FOR LIABILITY

The Client is solely liable for any claims arising out of or relating to (i) its Link Advertisements and/or (ii) any material to which users can link through such Link Advertisements.
The Client represents and warrants that its Key Phrase and Creative (if supplied) comply with Direct Traffic's advertising standards and that it holds the necessary rights to permit the use of the Link Advertisement by Direct Traffic for the purpose of the Contract and that the use, reproduction, distribution, or transmission of the Link Advertisement will not violate any criminal laws or any rights of any third parties, including, but not limited to, the infringement or misappropriation of any copyright, patent, trademark, trade secret, design right or other proprietary or property right, false advertising, unfair competition, defamation, invasion of privacy or rights of celebrity, violation of any anti-discrimination law or regulation, or any other right of any person or entity.
The Client shall indemnify Direct Traffic and hold Direct Traffic harmless from any and all liability, loss, damages, claims or causes of action, including legal fees and expenses that may be incurred by Direct Traffic arising out of or related to the Client's breach of these terms and conditions.

8. INTELLECTUAL PROPERTY RIGHTS

The trade names and the logos used on Direct Traffic's website are trademarks and/or registered design rights of the Direct Traffic Group.
Copyright in the design, text and graphics contained in Direct Traffic's website is held by the Direct Traffic Group. Nothing in these terms and conditions gives the Client the right to use any of Direct Traffic's trade names, trade marks, logos, domain names or other brand features.
Copyright is retained by Direct Traffic on all design work carried out for the Client unless specifically released by written agreement upon the payment in full of the Fees owned.
By supplying text and images to Direct Traffic for inclusion in the Client's website or other medium, the Client confirms that it is holds appropriate copyright and/or trademark authorisations to enable it to use such text and images. The ownership of such materials will remain with the Client. Any artwork, images or text supplied by Direct Traffic will remain the property of Direct Traffic or its suppliers unless specifically agreed otherwise.

9. LIMITATION ON DAMAGES

Direct Traffic makes no warranties or guarantees of any kind in relation to the Services and all warranties, conditions and other terms implied by statute or common law are excluded to the fullest extent permitted by law.
Direct Traffic gives no warranty or guarantee that the Services will (a) result in any particular level of traffic or ranking position at any given time; or (b) comply with the terms of use, guidelines and policies from time to time published and updated by search engines, including but not limited to Yahoo!, MSN, and Google and the Client accepts that Direct Traffic shall not be liable for any loss or damage caused (whether arising in contract, tort or otherwise howsoever) as a result of the Services not complying with the guidelines, terms and conditions and policies published or adopted from time to time by search engines.
So far as permitted by law, and other than in respect of death or personal injury caused by the negligence of Direct Traffic, Direct Traffic excludes all liability for loss and damage of any kind resulting from the Services provided under the Contract.
Direct Traffic shall not be liable for: (a) loss of profits; (b) loss of business; (c) depletion of goodwill; (d) loss of anticipated savings; (e) loss of contract; (f) loss of use; (g) loss of corruption of data or information; or (h) any special, indirect, consequential or pure economic loss, costs, damages, charges or expenses; and
Direct Traffic'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 Agreement shall be limited to the lower of (i) £500,000 and (ii) the aggregate Fees paid by the Client for the 12 month period preceding the date on which the relevant claim arose.

10. ASSIGNMENT

The Client may not assign the Contract in whole or in part, without Direct Traffic's written consent.

11. TERMINATION

These terms and conditions shall continue to apply until the Contract is terminated by the Client or Direct Traffic.
Direct Traffic may at any time terminate the Contract with immediate effect if:
(a) the Client is in breach of any of these terms and conditions;
(b) the Client has not paid the Fees within 14 days of becoming due; or
(c) it is required to do so by law.
When the contract between the Client and Direct Traffic terminates, all accrued legal rights, obligations and liabilities shall be unaffected by such termination and all outstanding Fees shall remain payable.

12. DATA PROTECTION

Any personal data supplied by the Client to Direct Traffic shall be subject to Direct Traffic's privacy policy and to the requirements of the Data Protection Act 1998.

13. GENERAL

Direct Traffic shall have the right at any time to change these terms and conditions, such change to become effective upon notification thereof in writing (including by e-mail) to the Client.
These terms and condition, together with the Order Form, constitute the entire agreement between the Client and Direct Traffic.
The Client may not use Direct Traffic's services or accept these terms and conditions if it is not of legal age to form a binding contract with Direct Traffic.
The Client agrees to act as a reference for Direct Traffic, agrees to Direct Traffic releasing a jointly-agreed press release regarding the engagement and agrees that Direct Traffic can make reference to the Client in its publicity and presentation materials.
The Client shall not copy, sell or resell the services of Direct Traffic.

14. GOVERNING LAW

The Contract between the Client and Direct Traffic shall be governed by and construed in accordance with the laws of England and Wales and the parties submit to the non-exclusive jurisdiction of the English Courts for the resolution of any dispute arising out of the contract which cannot be resolved between the parties.