Breeze SEO Terms

1. Interpretation

1.1. These terms are a set of relevant Specialist Terms of Service as set out in clause 2.2.2 of the Breeze Basic Terms of Service. They should therefore be read in connection with those Basic Terms of Service and incorporate the interpretations from the Basic Terms of Service.

1.2. Without prejudice to the contents of clause 1.1 of these terms, the following interpretations shall apply in these terms:
       1.2.1. “Branding Guidelines” means the Client’s brand guidelines provided to Supplier from time to time.

       1.2.2. “SEO Pages” means the web pages developed by Breeze under this agreement and the Proposal of Work containing content, links, tagging and other search engine optimisation techniques in order to increase the ranking and prominence of a Site (and/or its web pages) in the result pages of search engines.

      1.2.2. “Site” means the website or sites belonging to the Client or that the Client has identified for Breeze to host.

2. Services to be provided

       2.1. Breeze shall:

             2.1.1. Provide the Services set out in the Proposal of Work;

             2.1.2. Develop the SEO Pages in accordance with any specifications within the Proposal of Work;

             2.1.3. Comply with the Brand Guidelines when:

                       2.1.3.1. preparing and providing the Deliverables; and

                       2.1.3.2. performing the Services;

             2.1.4. comply with Client’s information and IT security measures as communicated to Supplier when performing the Services; and

             2.1.5. deliver the Deliverables to the Client,

               all in accordance with the terms of this agreement, an applicable Proposal of Work and any other instructions of Client with the objective of enhancing and optimising the rankings and prominence of each Website in the results pages of Internet search engines.

3. Breeze Warranties

      3.1. The Client acknowledges and agrees that Breeze does not guarantee first position or consistent top ten positions for any particular keyword, phrase or search term as it is solely at the discretion of the search engines themselves to list a website.

     3.2. The Client acknowledges that Breeze has no control over the policies of search engines with respect to the type of websites and/or content that they accept or the way in which websites are ranked either now or in the future. As a result, search engines may:

            3.2.1. stop accepting submissions from Breeze for an indefinite period of time with or without notice; or

            3.2.2. cease to list a website at its discretion, however should a website not reappear within third (30) days of it not being listed then Breeze will re-optimise the applicable website based on the current policies of the relevant search engine at a cost to be agreed between the parties.

            3.2.3. In the situation in either 3.2.1 or 3.2.2, Breeze shall not be liable to the Client for any such actions of search engines.

     3.3.Breeze is not responsible for changes made to the website by:

            3.3.1. Other parties; or

            3.3.2. The Client in choosing to link to or obtain a link from a particular website without prior consultation with Breeze

that adversely affect the search engine rankings of the Website.

      3.4. If the Client has not reached Level One in Breeze’s growth scale (see Paragraph XX of these terms below), Breeze will offer the Client a full refund of the Charges.

     3.5. Breeze shall not be responsible for the Client overwriting actions that Breeze has taken as part of the Services on the website.

     3.6. Breeze shall report to the Client, within a reasonable time, any material issues with the performance of the Services and/or the Site. Upon reasonable request of the Client and subject to an agreement on costs between the parties, Breeze shall use commercially reasonable endeavours to correct any such material issues with the performance of the Services and/or the Site.

4. SEO pages content

       4.1. Breeze shall include in the SEO Pages only Materials and any other content that it has developed pursuant to the Proposal of Work.

5. Client Obligations

      5.1. Solely for the purposes of Breeze providing the Services, the Client agrees to provide the following:

             5.1.1. administrative or back-end access to the Site for analysis of its content and structure;

             5.1.2. permission for Breeze to make changes to the Site for the purpose of optimisation;

             5.1.3. permission for Breeze to communicate directly with any applicable third parties connected with the Site (for example, the Client’s web designer) in order to provide the Services;

             5.1.4. access to existing traffic statistics for the Site in order for analysis and tracking purposes; and

             5.1.5. where the Site is lacking in textual content, the Client will provide additional text content in electronic format for the purpose of creating additional or richer web pages.

        5.2. The Client grants Breeze a limited, non-exclusive, non-transferable, revocable and worldwide licence to access and use the:

                5.2.1. Site;

                5.2.2. Materials;

                5.2.3. SEO Pages; and

                5.2.4. Name, logo, company name and trademark of the Client, solely to provide the Services to the Client in accordance with this agreement and the Branding Guidelines during the Term.

          5.3. Breeze shall not, without the consent of the Client (which shall not be unreasonably withheld) bid on or otherwise purchase any keyword that contains:

                  5.3.1. a trade mark, trade name, service mark or logo of the Client; or

                  5.3.2. any term that is materially similar to, any such trade mark, trade name, service marks or logo of the Client, in order to improve the website’s preferential placement in any search engine results.