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These Terms & Conditions constitute a legal agreement between you and Forthill Distribution. You must accept without modification all of the terms, conditions, and notices contained in these Terms & Conditions in order to access and use the services Forthill Distribution provide. If you do not accept these Terms & Conditions in their entirety, you may not access or use the services provided by Forthill Distribution.

Forthill Distribution provides internet services, Forthill Distribution reserves the right to suspend or cancel any customer's access to any or all services provided by Forthill Distribution when Forthill Distribution decides that the account has been inappropriately used or otherwise.

These are the terms and conditions for use of the Internet services provided by Forthill Distribution. By purchasing services from Forthill Distribution, you (subscribers) agree to abide by these terms and conditions. We reserve the right to change this agreement at any time without notice.

If any term or provision in this Contract shall be held to be illegal or unenforceable, in whole or in part, under any enactment or rule of law, such term or provision or part shall to that extent be deemed not to form part of this agreement but the validity and enforceability of the remainder of the agreement shall not be affected.
You hereby agree that we may record and/or monitor communications between our respective parties for quality and contractual purposes.

MODIFICATION OF THESE TERMS OF USE
Forthill Distribution may wish to update or change the terms, conditions and notices for the service provided from time to time to reflect changes in the service, changes in the laws affecting the Services, or for other good reasons. You understand that Forthill Distribution reserves the right to make these changes and that you are responsible for regularly reviewing these terms, conditions and notices. Continued access to or use of the Services provided by Forthill Distribution after any such change shall constitute your consent to such change. Unless explicitly stated otherwise, any new features that change or improve the Forthill Distribution Services shall be subject to the Terms & Conditions, as modified from time to time.

FORTHILL DISTRIBUTION RIGHT TO USE FEEDBACK OR SUGGESTIONS YOU SUBMIT
Forthill Distribution wants your voluntary feedback and suggestions on the Services we provide so that we can continually improve the services for you and other customers. When you submit feedback and suggestions, please understand that Forthill Distribution needs to have full rights to use your feedback and suggestions without any encumbrances. In particular, you should understand that by submitting any feedback or suggestions to Forthill Distribution concerning the Services we provide, you warrant and represent that you own or otherwise control the rights necessary to do so and you are granting Forthill Distribution and its affiliated companies permission to:

Use, modify, copy, distribute, transmit, publicly display, publicly perform, reproduce, publish, sublicense, create derivative works from, transfer, or sell any such feedback or suggestions; and

Sublicense to third parties the unrestricted right to exercise any of the foregoing rights granted with respect to the feedback or suggestions.

These grants include the right to exploit any proprietary rights in such feedback or suggestions, including rights under copyright, trademark, service mark or patent laws in any relevant jurisdiction. No compensation will be paid with respect to Forthill Distribution use of the materials contained within such feedback or suggestions. Forthill Distribution is under no obligation to post or use any materials you may provide and may remove such materials at any time at Forthill Distribution sole discretion.

LAWFUL USE
Forthill Distribution accounts are to be used by the primary owner only, account holders are not permitted to resell, store or give away the services of their account to other parties even if it was for free or non-profitable.

You are responsible for conforming to all federal, state, and local laws regarding the Internet and electronic communication. You must respect the intellectual property and copyrights of resources provided by others on the net. You may not participate in any illegal activities while using your account. You must obey the laws of the United Kingdom, Scotland, Wales England and Northern Ireland and other countries that you communicate with over the net. We cannot and do not monitor or control traffic content to/from our service. You are responsible for keeping your activities legal, and for censoring yourself and colleagues. Subscribers are not permitted to post any material that is illegal, libellous, tortuous, or likely to result in retaliation against Forthill Distribution. Should the posted material fall into this category, we reserve the right to immediately refuse or terminate service.

Forthill Distribution does not allow any of the following contents to be stored on any of its servers:

- Illegal Material - This includes copyrighted works, commercial audio, video, or music files and any material in violation of any Federal, State or Local regulation.

- Warez - Includes pirated software, ROMS, emulators, freaking, hacking, password cracking, IP spoofing, etc., and encrypting of any of the above. Also includes any sites which provide "links to" or "how to" information about such material.
Forthill Distribution will terminate any accounts that contains any of the above mentioned contents without any warning and without refunding any payments.

DATA PROTECTION
1) Unless indicated otherwise on the relevant Order form, the Client hereby agrees to allow Forthill Distribution to collect and process data and information regarding the Client’s use of the Service and to provide this to sub-contractors and/or companies affiliated with Forthill Distribution for the purposes of marketing Forthill Distribution's (or Forthill Distribution's affiliated companies) services, or other related services, or for any other purpose connected with the Agreement. Forthill Distribution will provide the Client on request with details of all such information held by Forthill Distribution, and will modify any information that the Client advises is incorrect.

2) Subject to and in accordance with relevant data protection legislation, the Client hereby consents to allow Forthill Distribution to collect data regarding Forthill Distribution's use of the Services and to provide such data to any governmental or regulatory body for the purpose of Forthill Distribution's compliance with any applicable laws and regulations.

3) Each party shall for the duration of any Agreement governed by these Terms and Conditions comply with the provisions of the Data Protection Act 1998, (including the data protection principles set out in that Act) and any similar or analogous laws, regulatory requirements or codes of practice governing the use, storage or transmission of personal data and shall not permit anything to be done which might cause or otherwise result in a breach by either party of the same.

4) Forthill Distribution possesses the right to communicate with the Client regularly via, but not limited to, electronic means.

5) Forthill Distribution may, from time to time, send Client information relating to the services of other companies that Forthill Distribution feels may be of interest to the Client. If the Client does not want to receive such information, it is to inform Forthill Distribution in writing.

6) Forthill Distribution has the right to deny Customer Support to the Client if the Client fails to demonstrate to the Forthill Distribution representative upon receipt of a phone call or e-mail by Forthill Distribution that they are indeed the Client and therefore authorised to request that changes be made on the account. The Client acknowledges that it may not always be possible for Forthill Distribution to guarantee that breaches will not occur and therefore agrees to cooperate with Forthill Distribution staff in its requests for Client authentication.

DATA AND BACKUP
While we do backup all data within our own internal systems we are not liable for any loss of data which may adversely affect your business. This means that if you have uploaded your product data and/or built up a database of clients and/or orders, you must keep a backup on your own machine. Subscribers agree that Forthill Distribution has the right to delete all data, files, or other information that is stored on Forthill Distribution's servers upon termination of services, or cancellation of account due to non-payment or breaking of any of these terms by subscriber.

SECURITY
While Forthill Distribution makes all efforts to ensure the services we provide are both secure and robust, we make no claims about this security. If someone gains unauthorised access to your account they may/may not have access to customer details such as payment information, this is your responsibility. Hacking is a serious crime and effects most businesses. Should Forthill Distribution and/or any system provided by Forthill Distribution suffer a breach of security we cannot be held responsible. It is the client’s responsibility to delete credit card information after processing it.

HOLD HARMLESS
Subscribers will indemnify and hold Forthill Distribution harmless (including officers, employees, agents, and shareholders) of any and all claims, costs, expenses or liability resulting from any damage to Subscriber’s business, service, equipment, network, operations, or reputation resulting from Forthill Distribution's actions. Indemnification includes, but is not limited to, any government actions, acts of vandalism or other retaliation, and any claims of libel, unfair competition, infringement of any patent, copyright, trademark, service mark, or other intellectual property right, violation of privacy, or other tort.

PAYMENT POLICY
Forthill Distribution reserves the right to change prices of accounts or services at any time all pricing is guaranteed for the period of one year from the purchase of your account, excluding government charges such as tax which can change out of the control of Forthill Distribution.

In addition, Forthill Distribution reserves the right to suspend other services until the outstanding debt is cleared. The customer is responsible for all money owed on the account from the time it was established to the time that the customer sends a cancellation request; the Customer can request cancellation of their account and will be billed up to the first day of the following month.

All Charges are exclusive of VAT and any other applicable purchase tax, import, and all other duties. Any failure by the Client to pay any fees due under these Terms and Conditions on the date specified shall be deemed to be a "material breach" of these Terms and Conditions.

WEB DESIGN & DEVELOPMENT
1. The Service:
Forthill Distribution Ltd, a UK registered limited liability company, will design and construct web page(s) for you (the “Client”) according to the Client's specifications as set forth in a client order to be completed and submitted to Forthill Distribution Ltd by Client (the “Client Order”) and subject to these Terms and Conditions (this “Agreement”). Upon fulfilment of the Client Order, Forthill Distribution Ltd will deliver the work via FTP download or global access and provide the Client with access code. The Client may take the option to upload Final page (s) when finished to a host of his choice or provide Forthill Distribution Ltd with the host's access code. The Client may add or subtract items or pages at any time during the construction process until the product is delivered and subject to additional charges as applicable. The final payment will reflect those changes. A copy of these Web Pages Design Terms and Conditions and Client Order must be signed by all Clients at the time of submission of the Client Order to Forthill Distribution Ltd, indicating agreement to and acceptance of these Web Design & Internet Marketing Services Terms and Conditions.

2. Right to Refuse Orders.
Forthill Distribution Ltd will not design or construct web page(s) containing "adult content,” promoting violence of any kind, including an intolerance for race, lifestyle, or faith, or that constitutes harassment, defamation, libel, slander, or promotes the commission of a crime or any unlawful conduct. Forthill Distribution Ltd shall have the right to refuse any Client Order or do business with any person or entity without liability and without explanation.

3. Link.
Client may take the option to upload Final page (s) or Web site to a host of his/her choice or provide Forthill Distribution Ltd with the access code for the link.

4. Delivery, Review and Additional Work.
Forthill Distribution Ltd will install and publicly post the Client’s pages by the date agreed upon by both Client and Forthill Distribution Ltd, unless a delay is specifically requested by the Client. Unless otherwise specified by Client, the method of delivery for completed works, under this Agreement, shall be made through its upload to the hosting web server. Forthill Distribution Ltd will provide the Client with an opportunity to review the appearance and content of Web site materials in a Beta Version prior to finalization of the pages (the “Beta Pages”). The Beta Pages will be deemed to be accepted and approved unless the Client otherwise notifies Forthill Distribution Ltd at admin@ForthillSeo.co.uk within (5) business days of the date the Beta Pages are made available to the Client. Upon notice of requested changes, Forthill Distribution Ltd will make changes to the Beta Pages to the extent such requested changes are within the scope of the Client Order. Following any changes to the Beta Pages as requested by Client, Forthill Distribution Ltd will provide Client the completed pages (the “Final Pages). Forthill Distribution Ltd will not be obligated to make any changes to the Final Pages unless the Client demonstrates the Final Pages do not comply with the Client Order. When requested by Client, the parties shall in good faith negotiate Additional Client Orders, each of which upon signing, shall be deemed a part of this Agreement.

5. Payment.
Charges for services to be provided by Forthill Distribution Ltd are defined in the Client Order, which Client shall receive, execute and return to Forthill Distribution Ltd via facsimile. Forthill Distribution Ltd reserves the right, subject to (14) days advance email notice to the Client, to change the rates charged for any ongoing maintenance services provided to Client. Payment for services is due by credit card, cheque or bank transfer, and all payments are subject to these Terms and Conditions and the Terms and Conditions posted on Forthill Distribution Ltd site at www.ForthillSeo.co.uk pertaining to payment for use of Forthill Distribution Ltd services. Forthill Distribution Ltd must receive payment prior to final release of the Client Order.

6. Changes in Pricing.
Forthill Distribution Ltd reserves the right to change prices without notice. However, price changes, other than those relating to on-going maintenance service, shall not be changed with respect to previously executed Client Orders.

7. Termination.
(a) During the construction process and not after the Final Pages are released (with the exception of the Client's failure to make payment), the Client Order will terminate automatically upon either party providing written notice to the other indicating that the notifying party wishes to terminate the Client Order.

(b) If Forthill Distribution Ltd initiates termination, with the exception of the Client's failure to make any payments owed thereunder, Forthill Distribution Ltd agrees to reimburse the Client in full either by check within thirty (30) days of termination, or by cancelling any the credit card transaction(s), and Forthill Distribution Ltd shall have no further obligations to Client nor any obligation to provide Client work that had been commenced or completed prior to termination.

(c) Termination of the Client Order by Client must be sent by email to admin@ForthillSeo.co.uk. If Client terminates the Client Order within forty eight (48) hours after signing of contract, Forthill Distribution Ltd shall refund twenty five (25%) percent of the total down payment received. If Client terminates the Client Order at any time following commencement of work there under but prior to release of the Final Pages, Forthill Distribution Ltd has a right to charge Client for design work performed prior to the date of first notice of cancellation based (at Forthill Distribution Ltd discretion) upon either the hours worked up to the date of termination or for all accepted milestones and a prorated amount for partially completed deliverables. Client may not terminate this Agreement after release of the Final Pages.

8. Non-Payment or Late Payment.
Forthill Distribution Ltd will not commence work with respect to any Client Order or, if work has commenced, will not continue any work on the Client Order, if it is unable to charge the Client’s credit card or to receive payment from the Client within (3) business days after Forthill Distribution Ltd notifies Client by email concerning non-payment. If the Client Order has been completed, Forthill Distribution Ltd will not release the Final Pages or if the Final Pages have already been released, will remove the Client's page(s) off of the server until payment is received. Forthill Distribution Ltd will reinstate all pages after payment in full has been received. If Forthill Distribution Ltd found a server for Client, and the Client has not paid Forthill Distribution Ltd before termination and before Forthill Distribution Ltd found the server, Client's server account will also be deleted. If Forthill Distribution Ltd releases the Final Pages but Client fails to make all payments due under the Client Order, Forthill Distribution Ltd also has the right to keep all payments the Client has made at any time and to pursue all collection efforts and legal remedies for unpaid work under the Client Order.

Forthill Distribution Ltd will impose a finance charge of 1.5% per month and a £10.00 per month late fee for each month that Client has not paid any outstanding balances owed under the Client Order. Clients with accounts in default agree to pay Forthill Distribution Ltd reasonable expenses, including attorney fees and costs for collection by third-party agencies, incurred by Forthill Distribution Ltd.

9. Copyright.
Client retains the copyright to data, files and graphic logos provided by the Client, and grants Forthill Distribution Ltd the rights to publish and use such material in fulfilment of the Client Order. Artwork and graphic logos designed by Forthill Distribution Ltd for use in the Client’s Web presentation will remain the property of Forthill Distribution Ltd; and at its discretion and under separate agreement, Forthill Distribution Ltd will grant the Customer rights to use such material in formats other than Web presentations. Client must obtain permission and rights to use any information or files that are copyrighted by a third party and for Forthill Distribution Ltd to include such materials in fulfilment of the Client Order. Client agrees to indemnify and hold harmless Forthill Distribution Ltd from any and all claims resulting from the Client's negligence, intentional failure or inability to obtain proper copyright permissions. Client represents and warrants to Forthill Distribution Ltd that all such permissions have been obtained, and evidence of all necessary permissions may be requested from Client.

10. Standard Media Delivery.
Unless otherwise specified in the Client Order, this Agreement assumes that all text will be provided by the Customer in electronic format (ASCII text files delivered on CD via overnight courier or via e-mail or FTP) and that all photographs and other graphics will be provided physically in high quality print suitable for scanning or electronically in .gif, .jpeg or .tiff format. Additional expenses may be incurred and will be invoiced accordingly for corrective work, conversion of media or outside facility charges. Although a reasonable attempt shall be made by Forthill Distribution Ltd to return to the Client any images or printed material provided for use in creation of the Client’s Web site, such return cannot be guaranteed. The Final Pages will be posted to a global access or FTP. Forthill Distribution Ltd will provide the client with the user name and password. The Client may have the option to upload Web site to a host of his/her choice or provide Forthill Distribution Ltd with the access code.

11. Access Issues.
(a) If Client’s Web site is to be installed on a third-party server, Forthill Distribution Ltd must be granted the necessary access to the Client's storage directories, and those directories must be accessible via FTP. Depending on the specific nature of the project, other resources might also need to be configured on the server.
(b) Client agrees that Forthill Distribution Ltd shall have the right to remove from Client’s Web Site any web pages Forthill Distribution Ltd has designed which upon or following posting fail to adhere to the terms of these Web Design Terms and Conditions, including violation of any licensing agreements or failure to pay fees duly assessed.

12. Marketing and Internet Promotion.
Forthill Distribution reserve the right to cite any of its clients business and/or feature client branding in its own marketing, advertising and/or general promotion.

This includes but is not limited to: business name, logos, product or service brand names, and any design carried out by Forthill Distribution including website design, HTML design, graphic design or any other type of design which resides on or is hosted by Forthill Distribution server network.

The competition for viable search engine positions in some market sectors is extraordinarily strong, and success is very often only made possible by the expenditure of a very large amount of money and/or being a large organisation with many affiliates. Clients who do not spend a very large amount of money are likely to struggle to compete, but because there are a great many factors which influence the attainment of positions in a given search engine, and because these factors change frequently, it is not necessarily impossible for a promotion in such a market sector to return good results.

We have attained results in competitive market sectors, for a minimal capital outlay, many times, but not sufficiently consistently for us to offer a strong guarantee. For this reason, should we consider your market sector to be abnormally competitive, we will offer a “trial service” instead of a ForthillSeo.co.uk Service. The trial service will be offered to you at a significantly lower cost than that which we would accept for the ForthillSeo.co.uk Service for the same website, were we to offer you such a service.

The trial service is the same as ForthillSeo.co.uk Service with the exception that there exists no guaranteed or implied level of service, that is to say, we do not make any representation as to the number of positions, if any, we will attain for you and thus no refunds will be given irrespective of the number of positions attained, even if that number be zero. When taking a trial service you are employing us to do promotional work for you on an experimental basis and (always providing you meet your obligations) the act of preparation and submission of your website shall be our sole consideration in this agreement.

FRAUD FIGHTING
For Those Thinking About Committing Fraud:

  • Card fraud is a crime and a felony punishable by heavy fines and jail time. Fraudulent behaviour will be prosecuted aggressively and with a passion to the fullest extent of the law.
  • The ID and address of your computer and your ISP provider have been determined, and recorded as a safeguard against fraudulent behaviour and may be used by Forthill Distribution or legal entities to prosecute guilty parties.
  • All information must match card account records as provided by the card-issuing bank. Inputting intentionally false information is fraud and will not be tolerated and may subject you to prosecution.
  • Card numbers are transmitted directly to the banking network for authorization. Forthill Distribution considers fraud a direct and serious threat to our business profitability. We do not take any effort to defraud lightly and will prosecute whenever and wherever possible to the fullest extent of the law.

PCI COMPLIANCE
Security Policy & PCI Compliance
Forthill Distribution Ltd fully supports the PCI DSS compliance program and as a merchant you can be fully PCI compliant by following our recommended guidelines below and those on the PCI Security Standards website (https://www.pcisecuritystandards.org/). It is down to you as a merchant to ensure you are PCI compliant.

  • Use a payment gateway which is PCI DSS compliant
  • Do not store any credit/debit card details
  • Do not store the CVV number of any credit card
  • Ensure your password is very strong and contains numbers and letters
  • Regularly change your passwords once per month
  • Do not print out or keep records of credit card numbers

INDEMNIFICATION
Customer agrees that it shall defend, indemnify, save and hold Forthill Distribution harmless from any and all demands, liabilities, losses, costs and claims, including reasonable attorney's fees asserted against Forthill Distribution, its agents, its customers, officers and employees, that may arise or result from any service provided or performed or agreed to be performed or any product sold by customer, its agents, employees or assigns. Customer agrees to defend, indemnify and hold harmless Forthill Distribution against liabilities arising out of:

  • any injury to person or property caused by any products sold or otherwise distributed in connection with Forthill Distribution's servers.
  • any material supplied by customer infringing or allegedly infringing on the proprietary rights of a third party.
  • copyright infringement.
  • any defective products sold to customer from Forthill Distribution's servers.

FORCE MAJEURE
Neither party shall be deemed in default of this Agreement or the Client Order to the extent that performance of its obligations or attempts to cure any breach are delayed or prevented by reason of any act of God, fire, natural disaster, accident, riots, acts of government, or any other cause beyond the reasonable control of such party; provided, that the party whose performance is affected by any such event gives the other party written notice thereof within ten (10) business days of such event or occurrence.

INTERNET MARKETING & SEARCH ENGINE OPTIMISATION (SEO) TERMS
This Contract shall have an initial contract period of one year (unless otherwise specified by us in the Service Contract).

The Forthillseo.co.uk internet marketing and search engine optimisation service is a promotional service, the nature of which is such that it has an effect – submission of the Website is inviting the search engines to include the Website in the listings, and it is our position, which you agree with by entering into this contract, that submission will give you a greater chance of positive results than dearth of submission. We do not ever request that a given search engine remove the Website from the listings. Because, due to the huge number of complex factors which influence such matters, it is impossible to determine or to estimate the level of positions a given Website would have had if our service not been applied to it, we expressly take no responsibility or liability for any reduction in the number, scope or effect of positions related to the Website at the end of the Term or during the Service period as compared to the number, scope or effect of any pre-existing positions.

The purpose of the Forthillseo.co.uk internet marketing and search engine optimisation service is that we use our expertise to help you market your website to the proper audience and effectively use it as a selling or promotional tool. In some circumstances, the keyword phrases (or derivatives thereof) you choose may be considered unsuitable for promotion by us because they are not sufficiently specific. If a phrase is very generic, we may consider it very unlikely that we will attain positions for it, or if positions are attained, that they will be held for any length of time, and thus we would be less likely to be able provide you with the appropriate level of service.

Additionally, a very generic phrase, if prominently positioned in the search engines, may generate higher levels of visitors to the website than a more specific keyword phrases, but research has shown that it will provide a very poor conversion rate of visitors to purchases. If you choose such a phrase, we may at our discretion replace it with a phrase of our choice but which is relevant to the Website – we will do this in order that more of your keyword phrases will have a greater chance of attaining good positions, and provide you with more benefit. This phrase selection will not attract a charge.

This contract may be terminated by either party by providing thirty days written notice with no termination earlier than the anniversary date unless one of the following events occurs, in which case either party may, by written notice to the other, terminate the agreement immediately: -

  1. Either party goes into liquidation or makes any arrangement or composition with its creditors or is otherwise unable to pay its debts within the meaning of Section 123 Insolvency Act 1986;
  2. Either party's ability to carry out its obligations under this Contract is prevented or substantially interfered with for any reason for a period in excess of two months (whether or not within the control of such party) including without limitation by reason of any regulation law decree or any act of state or other action of a government;

Termination of this Contract does not affect the rights and liabilities of either party subsisting at the date of termination.

On termination of this Contract by either party for any reason, we may cease to provide all services to you with immediate effect. Irrespective of our decision, all Charges for the Service shall be due and payable in full immediately whether or not then due and you shall have no right to withhold or set off such amounts.

Should this agreement be terminated due to your breach of contract, however so arising, all Charges for the Term shall become due and payable in full immediately whether or not previously due and you shall have no right to withhold or set off such amounts.

There is no cancellation policy in place. Please note that cancellation is distinct from termination. Under the consumer protection (distance selling) Regulations 2000 we reserve the right to refuse cancellations or refunds under section (13), which states: "Unless the parties have agreed otherwise, the consumer will not have the right to cancel the contract by giving notice of cancellation pursuant to regulation 10 in respect of contracts for the supply of goods made to the consumers specifications or clearly personalised or which by reason of their nature cannot be returned or are liable to deteriorate or expire rapidly."

We will automatically renew your contract each year for a further 12 months after the initial contract period unless you notify us in writing at least thirty days prior to the end of the contract period instructing us to do otherwise.

DISCLAIMER
Forthill Distribution will not be responsible for any damages your business may suffer, Forthill Distribution makes no warranties of any kind, expressed or implied for services we provide. Forthill Distribution disclaims any warrantor merchantability or fitness for a particular purpose. The includes loss of data resulting from delays, non-deliveries, wrong delivery, and any and all service interruptions caused by Forthill Distribution and its employees.

Forthill Distribution reserves the right to revise the above mentioned policies at any time.

 
     
 
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