These Terms and Conditions apply to our Placements packages.
“We” & “Us” includes: Sharps Media Group Ltd trading as Sharps Digital of 111 Duke Street, Barrow-In-Furness, Cumbria, LA14 1XA, United Kingdom or any party acting on Sharps Digitals implicit instructions.
“You” includes the business or person purchasing the Services on behalf of a business or any party acting on the customer’s instructions.
The relationship entered into between you and us is governed by these following terms, which shall apply during, and where necessary after, the period of the commercial relationship between you and us.
If you choose to purchase a Placements package, this indicates full agreement of the terms below
1. Placements package
1.1. Our Placements product allows us to use our extensive knowledge of Internet Marketing, to create extremely strong advertising campaigns on behalf of our customers, that will remain in a consistently high ranked position on Google guaranteed, for a one-off setup fee and a set price each month.
1.2. We work extensively with Google; however, we make no claim to be ‘Google Inc’, ‘Google LLC’ or any derivative of this.
1.3. The purchase and use of your Placement are subject to our general terms and conditions of use, you should ensure that you are aware of those terms and conditions and that you comply with them.
1.4. We shall have no liability in respect of the use of any Placement; any dispute between you and any other person must be resolved between the parties concerned in such dispute. If any such dispute arises, we shall be entitled, at our discretion and without giving any reason, to withhold, suspend or cancel the Placement. We will not be obliged to take part in any such dispute.
1.5. You represent, undertake and warrant to us that you will use the Placement allocated to you only for lawful purposes and to promptly inform us if this clause or any sub clause of this clause has been breached or you become aware that they may have been breached. In particular:
1.5.1. While using placements, you will not upload, post, link to or transmit:
22.214.171.124. Any material which is unlawful, threatening, abusive, malicious, defamatory, obscene, pornographic, blasphemous, profane or otherwise objectionable in any way.
126.96.36.199. Any material containing a virus or other hostile computer program.
188.8.131.52. Any material which constitutes, or encourages the commission of, a criminal offence or which infringes any patent, trade mark, design right, copyright or any other intellectual property right or similar rights of any person which may subsist under the laws of any jurisdiction.
184.108.40.206. Any material which is forbidden by our acceptable use policy which is published here.
1.5.2. You will not employ programs which consume excessive system resources, including but not limited to processor cycles and memory.
1.5.3. We reserve the right to remove any Placement, if we deem your Web Site content inappropriate, from you without notice to you.
1.6. While we will use every reasonable endeavour to ensure the integrity and security of Placements, we do not guarantee that the Placement will be free from unauthorised users or hackers and we shall be under no liability for non-receipt or mis-routing of the Placement.
2. Service Availability
2.1. We shall use our reasonable endeavours to make sure the Placements, the Server and the Services, are always live and available to view, but we shall not in any event, be liable for interruptions of Service or down-time of the Server.
3.1. Payment is currently accepted via business credit or debit card. We also accept payment via bank transfer.
3.2. All payments must be in UK Pounds Sterling.
3.3. Payment via Cheque is not accepted.
3.4. Payment is due upon the Placement going ‘live’. A one-off setup fee is taken upfront, alongside your First Monthly Payment.
3.4.1 If payment is not received by this point, then we reserve the right to suspend the Placement, until payment is received in full, collections will then recover the invoice amount in full, to cover the fees Sharps will have incurred. Please refer to our Payment Policy, you can find it here.
3.5. By Purchasing Placements, you have agreed to the terms & conditions. Failure to comply with these terms will require the client to settle the invoice regardless of the amount of work that has been completed.
3.6. Placements works on a rolling month by month basis. Our one-month rolling payment plan doesn't have a specific end date, so it'll 'roll on' unless you tell us you want it to stop.
3.6.1. Just like any Pay Monthly plan, monthly payment will be due automatically on the agreed date each month by Rolling Subscription or Direct Debit.
3.6.2 The agreed date will be stated on your invoice.
3.7. Placements is very flexible, to pause a Placement Campaign, we advise that you simply contact your account manager in writing. Any Payments due within 7 days of pausing will be automatically taken.
3.8. Our Placement Positions come at a Fixed cost, this means you can expect your monthly payment to be the same price each month, regardless of how many people have viewed or clicked your Placement.
3.8.1. In rare cases monthly payments are subject to change, this is dependent on things like Google algorithm changes and CPC inflation. We reserve the right to change pricing at any time although all pricing is guaranteed for the period of pre-payment.
220.127.116.11. . If any such changes occur and a monthly payment plan needs a price alteration, although we reserve the right to make the price change, we will inform you immediately out of curtesy, giving you notice before any alterations to your account take place.
3.9. Late commercial payments: charging interest and debt recovery
3.9.1. When a payment becomes late: If payments fail and your account falls into arrears, interest and debt recovery costs will be applied to your account, we cannot accept a business paying late for goods or a service.
3.9.2. If you agree a payment date, it must be within 60 days, as standard for all business transactions. If you do not agree a payment date, the law says the payment is late 30 days after either:
18.104.22.168. You receive the invoice
22.214.171.124.The goods have been delivered or the service has been provided the service.
3.9.3. Interest on late commercial payments: The interest we will charged to your business for late payments for goods or a service is ‘statutory interest’ - this is 8% plus the Bank of England base rate for business to business transactions. Check the current Bank of England base rate and previous rates
3.9.4. A new invoice will be issued, to add interest to the money you’re owe.
3.9.5. . Sharps Digital will claim debt recovery costs on late payments. Sharps Digital will charge a business a fixed sum for the cost of recovering a late commercial payment on top of claiming interest from it. The amount charged depends on the amount of debt. We will charge the business once for each payment made.
126.96.36.199 These amounts are set by late payment legislation – September 2018
3.9.6. We may also claim against you for reasonable costs each time we try to recover the debt.
4. Placement Guarantees
4.1. We guarantee a top of page position on Google for your Placement! We work hard to ensure that you will remain in a consistently high ranked position on Google.
4.1.1. In extremely rare cases, if your placement can’t be found online due to our work, for an extended period greater than 3 working days, then we offer a money back guarantee, where your initial setup fee will be partially refunded.
5. Termination and Refunds
5.1. We shall be entitled to suspend Placement products, the Services and/or terminate this Agreement forthwith without notice to you If you:
5.1.1. Fail to pay any sums due to us as they fall due.
5.1.2. Break any of these terms and conditions.
5.1.3. Are a company and you go into liquidation or suffer the appointment of an administrator or administrative receiver or enter into a voluntary arrangement with your creditors.
5.2. No refunds will be made under any circumstances for Services suspended in accordance with the General Terms and Conditions.
5.3. We reserve the right to suspend the Services and/or terminate this Agreement at any time. In the event of this You may be entitled to a pro rata refund based upon the remaining period of prepayment.
5.4. You may cancel the Services at any time. To do so you must request cancellation of the Services in writing including a copy of your invoice. We will cancel the Services within 7 working days of receipt of your request.
5.4.1. Any Monthly Payment due within the 7-day period of cancellation, detailed in the above clause, will be taken.
5.5. No refunds or pro rata refunds will be made after the payment for services have been received, should you decide to cancel the Services.
5.5.1. Placement Setup fees, charges for an additional add on and charges for optional extras added to your account are not refundable under any circumstances.
5.5.2. You will not be entitled to a refund on this basis if you have previously held an account with Sharps Digital.
5.6. Where payment has been made by business credit or debit card, any refund will only be issued to the same credit or debit card.
5.7. On termination of this Agreement or suspension of the Services, we shall be entitled immediately to stop access to your Placement and to remove all trace of your placement from Google.
6.1. You shall indemnify us and keep us indemnified and hold us harmless from and against any breach by you of these terms of business and any claim brought against us by a third party resulting from the provision of Services by us to You and your use of the Services and the Server including, without limitation, all claims, actions, proceedings, losses, liabilities, damages, costs, expenses (including reasonable legal costs and expenses), howsoever suffered or incurred by us in consequences of your breach or non-observance of any of the terms of this Agreement.
7. Limitation of Liability
7.1 All conditions, terms, representations and warranties relating to the Services supplied under this Agreement, whether imposed by statute or operation of law or otherwise, that are not expressly stated in these terms and conditions including, without limitation, the implied warranty of satisfactory quality and fitness for a particular purpose are hereby excluded to the extent applicable under UK law, subject always to sub clause:
7.2. Nothing in these terms and conditions shall exclude our liability for death or personal injury resulting from our negligence.
7.3. Our total aggregate liability to you for any claim in contract, tort, negligence or otherwise arising out of or in connection with the provision of the Services shall be limited to the setup fee paid by you in respect of the Services which are the subject of any such claim.
7.4. In any event no claim shall be brought unless you have notified us of the claim within one month of it arising.
7.5. In no event shall we be liable to you for any loss of business, contracts, profits or anticipated savings or for any other indirect or consequential or economic loss whatsoever.
8.1. Any notice to be given by Sharps Digital’s party to the other may be done over the phone or email to the address of the other party as appearing in this Agreement. Any notice to be given to Sharps Digital must be done by phone or recorded delivery.
9.1 . Any forbearance or failure by us to enforce a contractual provision to which you are subject shall not affect our right to require such performance at any subsequent time, nor shall the waiver or forbearance by us of any breach of any provisions of the agreement herein be taken to be or held to be a waiver of the provision or provisions itself of themselves.
10.1. This Agreement shall be governed by and construed in accordance with English law and you hereby submit to the exclusive jurisdiction of the English courts.
10.2. The Consumer Contracts Regulations 2014 and other consumer laws do not apply to Business to Business transactions; as you are acting for the purposes of a business.
10.2.1. As a business, you are deemed to be as knowledgeable as the business from which you are purchasing, as both parties are on an equal footing.
11.1. Headings are included in this Agreement for convenience only and shall not affect the construction or interpretation of this Agreement.
12. Entire Agreement
12.1. These terms and conditions together with any documents expressly referred to in them, contain the entire Agreement between us relating to the subject matter covered and supersede any previous Agreements, arrangements, undertakings or proposals, written or oral: between us in relation to such matters. No oral explanation or oral information given by any party shall alter the interpretation of these terms and conditions. In agreeing to these terms and conditions, you confirm that you have not relied on any representation other than those expressly stated in these terms and conditions and you agree that you shall have no remedy in respect of any misrepresentation which has not been made expressly in this Agreement.
12.2.1. Your continued use of our Service and this Site following any such modification constitutes your acceptance of these modified Terms.