Found Search Engine Optimisation Terms & Conditions

  • (A) FOUND is an Online Performance Marketing Agency which supplies, amongst other things, Search Engine Optimisation Services (SEO).
  • (B) The Parties wish to enter into an agreement pursuant to which FOUND will provide SEO Services (as defined below) to the Client in accordance with the terms and conditions hereunder.
  • 1 Definitions
    • 1.1 In these conditions the following words have the following meanings unless the context requires otherwise.
    • “Business Day” a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business;
      “Charges” means the charges set out on the Contract Details Page;
      “Confidential Information” means any and all information acquired by either party about the other party’s business and/or given by one party to the other party and/or generated by either party from the other party’s Confidential Information. Found’s Confidential Information includes any confidential information of Third Party Suppliers;
      “Contract” means this contract between Found and the Client incorporating the Contract Details Page and these conditions for the provision of the Services;
      “Contract Details Page” the page attached to this Agreement which sets out certain details relating to this Agreement and which forms part of this Agreement;
      “Deposit” means, where applicable, the deposit set out on the Contract Details Page;
      “Downtime” means any and all time when the Website is not fully operational;
      “IPR” means any patent, copyright, database right, design right (registered and/or unregistered), trade mark (registered and/or unregistered), know how, Confidential Information or other industrial or intellectual property right subsisting anywhere in the world whether in existence at the date of this Contract or arising after the date of this Contract and all rights to apply for the same and all rights of action with regard to any infringement of the matters set out above which occurs prior to the date of this Contract and any application for any of the foregoing;
      “Keyword” means the text of a Search Query;
      “Liability” means actions, awards, costs, claims, damages, losses (including without limitation any direct or indirect consequential losses), demands, expenses, loss of profits, loss of reputation, judgments, penalties and proceedings and any other losses and/or liabilities;
      “Monthly Budget” means where the management fee charging model is indicated on the Contract Details Page as applying to this Contract, the Client’s monthly spend on the Services agreed between the parties pursuant to clause 11.
      “Search Engine Optimisation” means the process of improving a webpage or website’s ranking or visibility on the Traffic Providers;
      “Search Query” means the entry of text into a search box on a Traffic Provider;
      “Services” means the Search Engine Optimisation services to be performed by Found or on its behalf for the Client, more particularly described in Schedule 2 hereto;
      “System” means the combination of the Third party Suppliers’ hardware and software;
      “Third Party Suppliers” means those third party suppliers appointed by Found to provide all or any part of the Services;
      “Traffic Providers” means the internet search providers and other providers, including, but not limited to, Google, MSN and Yahoo (as may be amended from time to time by notice to the Client);
      “User Agreement” means any terms and conditions of any Third Party Supplier applying to the Client as set out on the Third Party Supplier’s Website, as notified by Found to the Client; and
      “Website” means the Client website or websites listed on the Contract Details Page.
    • 1.1 Clause, Schedule and paragraph headings shall not affect the interpretation of this agreement.
    • 1.2 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality) [and that person's personal representatives, successors and permitted assigns].
    • 1.3 The Schedules and the Contract Details Page form part of this agreement and shall have effect as if set out in full in the body of this agreement. Any reference to this agreement includes the Schedules.
    • 1.4 A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.
    • 1.5 Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.
    • 1.6 Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.
    • 1.7 A reference to any party shall include that party’s personal representatives, successors and permitted assigns.
    • 1.8 A reference to a statute or statutory provision is a reference to it as [amended, extended or re-enacted from time to time OR it is in force as at the date of this agreement].
    • 1.9 A reference to a statute or statutory provision shall include all subordinate legislation made [from time to time OR as at the date of this agreement] under that statute or statutory provision.
    • 1.10 A reference to writing or written includes faxes but not e-mail.
    • 1.11 Any obligation on a party not to do something includes an obligation to not to allow that thing to be done.
    • 1.12 Any reference to an English legal term for any action, remedy, method of judicial proceeding, legal document, legal status, court, official or any legal concept or thing shall, in respect of any jurisdiction other than England, be deemed to include a reference to that which most nearly approximates to the English legal term in that jurisdiction.
    • 1.13 A reference to “this agreement” or to any other agreement or document referred to in this agreement is a reference to this agreement or such other document or agreement as varied or notated (in each case, other than in breach of the provisions of this agreement) from time to time.
    • 1.14 References to clauses and Schedules are to the clauses and Schedules of this agreement and references to paragraphs are to paragraphs of the relevant Schedule.
    • 1.15 Any words following the terms including, include, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
  • 2. Basis Of Contract
    • 2.1 This Agreement shall govern the relationship between Found and the Client to the exclusion of any other terms or conditions.
    • 2.2 This Agreement supersedes all previous agreements, terms and conditions previously notified to the Client.
    • 2.3 This Agreement supersedes all previous agreements, terms and conditions previously notified to the Client.
    • 2.4 Found’s employees, sub-contractors and/or agents are not authorised to make any representations or warranties concerning the Services unless confirmed by Found in writing.
    • 2.5 No oral warranties or representations shall bind Found (unless given by a director of Found).
    • 2.6 Any quotations given by Found are not binding or capable of acceptance and are estimates only.
    • 2.6 Any quotations given by Found are not binding or capable of acceptance and are estimates only.
  • 3. Appointment
    • 3.1 The Client appoints Found for the Services and as its sole and exclusive search agency in respect of Search Engine Optimisation services.
  • 4. Duration
    • This Agreement takes effect from the Commencement Date and shall continue in line with the Insertion Order unless terminated earlier in accordance with clause 16, when it shall terminate automatically without notice.
  • 5. Services
    • 5.1 Found will provide the Services to the Client in consideration of the Charges.
    • 5.2 The Services will be provided either directly by Found or by the Third Party Suppliers.
    • 5.3 Found shall not be responsible for adapting or modifying the Services to conform to any legislative requirements not current at the Commencement Date. Found reserves the right to upgrade the Services to provide the same function in an enhanced manner. Found shall where possible use reasonable efforts to give prior notice to the Client of such changes.
  • 6. General Exclusions to Services
    • 6.1 Computer software and hardware are complex and Found gives no warranty that operation of any products or any hardware provided by it and/or Third Party Suppliers will be uninterrupted or error free.
    • 6.2 The Client agrees that whilst Found will use its best endeavours to maintain the provision of the Services, it may be unable to provide the Services by reason of any failure, defect or malfunction beyond its control including, but not exclusively, those circumstances set out below and Found shall have no Liability to the Client for any interruption of the Services or losses arising as a result:
      • 6.2.1 failure of the Client to comply with any literature, instructions or recommendations supplied or given to it by Found and/or its Third Party Suppliers or to perform any of its obligations under this Contract;
      • 6.2.2 operator error through the fault or negligence of the Client;
      • 6.2.3 any failure, fluctuation, intermittent operation or inadequacy of electrical power, air conditioning or dust, humidity or other environmental controls or conditions;
      • 6.2.4 neglect, misuse or abuse of or wilful or accidental damage to hardware or software by the Client or its employees, agents, contractors or subcontractors other than Found and/or its Third Party Suppliers or any maintainer authorised by Found and/or its Third Party Suppliers;
      • 6.2.5 any modification, attempt at modification, adjustment or repair to hardware or any modification to software made by any person other than Found and/or its Third Party Suppliers or a person authorised by it; and/or
      • 6.2.6 external attack, both intentional and unintentional, Denial of Service and/or virus infestation.
    • 6.3 Nothing shall impose any obligation on Found and/or its Third Party Suppliers to provide Services in the event of any of the exclusions referred to above occurring nor to recover or reconstruct the Client’s information or data.
  • 7. Service Maintenance
    • 7.1 From time to time Found and/or its Third Party Suppliers may have to interrupt the Services or alter the specification of the Services for operational or maintenance reasons. Wherever possible, notice of such interruption shall be given to the Client before the event. Wherever possible, Found shall implement all maintenance, specifications, alterations or suspensions outside working hours. In any event, the Client shall have no claim against Found and/or its Third Party Suppliers arising from such interruption for whatever loss or for whatever reason.
  • 7. Service Maintenance
    • 7.1 From time to time Found and/or its Third Party Suppliers may have to interrupt the Services or alter the specification of the Services for operational or maintenance reasons. Wherever possible, notice of such interruption shall be given to the Client before the event. Wherever possible, Found shall implement all maintenance, specifications, alterations or suspensions outside working hours. In any event, the Client shall have no claim against Found and/or its Third Party Suppliers arising from such interruption for whatever loss or for whatever reason.
  • 8. Found’s Obligations
    • 8.1 Found undertakes to optimize the Client’s website to the best of its ability in accordance with general optimisation criteria as stipulated by the industry from time to time.
  • 9. Client’s Obligations, General Obligations
    • 9.1 Each of Found and the Client recognises the collaborative nature of this Contract and each agrees to use all reasonable endeavours to co-operate with the other in connection with its performance.
    • 9.2 The Client shall provide the necessary access to its website code, computer equipment, communications facilities, software tools, and other infrastructure that Found requires to perform the Services.
    • 9.3 The Client agrees to indemnify Found and its Third Party Suppliers and to keep them indemnified against all or any loss of damage to Found and/or its Third Party Suppliers may suffer as a result of any act, negligence or omission on the part of the Client, its servants or agents which corrupts, contaminates, impairs or otherwise causes loss or harm to any data, information and equipment or otherwise restricts or impinges upon or harms the ability of Found and/or its Third Party Suppliers to provide services to Found’s other clients and/or the Third Party Supplier’s clients. Such loss or damage includes but is not limited to up to £5,000, lost profits, revenue, costs, goodwill and/or other claims for direct, indirect or consequential economic or other losses of Found and/or its Third Party Suppliers and/or any other party.
    • 9.4 The Client warrants that it shall have at all material times an effective policy of insurance to cover any liability or claim that may arise including but not limited to direct, indirect or consequential losses.
    • The Client warrants that:
      • 9.5.1 it will comply with the User Agreement as if it were incorporated into this Contract. If there is any conflict between the terms of this Contract and the terms of the User Agreement, then the terms of this Contract shall prevail;
      • 9.5.2 upon request it shall immediately provide Found or its Third Party Supplier with information about its use of the Services;
      • 9.5.3 the use of the Services may be sold or re-sold or otherwise transferred to persons not in the employ of the Client or to other companies or organisations only with the prior written permission of Found and the Client will indemnify and keep indemnified Found and its Third Party Suppliers against any liabilities, and/or prosecutions, civil or criminal, which result from such use, authorised or otherwise.
      • 9.5.4 ownership, proprietary rights and all Intellectual Property Rights in all software supplied to the Client or otherwise available to the Client remain the property of Found or its licensors. The Client agrees to comply with the terms of any agreement reasonably required by the owner of Intellectual Property Rights in all software supplied to or used by the Client for the protection of that software.
      • 9.5.6 to the best of its knowledge, information and belief, all information supplied to Found in relation to the supply of the Services will be accurate and in accordance with all laws, and does not violate any third party rights, including any third party Intellectual Property Rights.
    • 9.6 The Client acknowledges that the Agency’s ability to provide the Services is dependent upon the full and timely co-operation of the Client (which the Client agrees to provide) and any information and data the Client provides to the Agency. Accordingly, the Client shall:
      • 9.6.1 provide the Agency with access to, and use of, all information, data and documentation reasonably required by the Agency for the performance by the Agency of its obligations under this agreement.
      • 9.6.2 at all times promptly comply with all reasonable requests for information made by the Agency in connection with the performance of the Services and delivery of the Deliverables.
      • 9.6.3 ensure that any third party previously providing services to it relating to the Services shall fully co-operate with the Agency and, in particular, at all times shall hand over all relevant materials which are in its possession or provide all relevant information reasonably requested by the Agency.
      • 9.6.4 provide 24 hours’ notice to Found of any changes to the Website;
      • 9.6.5 give reasonable notice to Found of any changes likely to impact on the delivery of the Services by Found.
    • 9.7 The Client agrees to ensure the accuracy of the terms of any order for Services and for giving Found any necessary information in relation to the Services and within a sufficient time to enable Found to perform the Contract in accordance with its terms.
    • 9.8 The Client agrees that it is entirely responsible for satisfying itself that all Services supplied by Found and/or its Third Party Suppliers (including any descriptions, data, advice, recommendations or other information provided by Found in relation to those Services) are entirely suitable for the Client’s purposes.
  • 10. Performance
    • 10.1 Dates for performance are estimates only and are not guaranteed. Time is not of the essence in relation to such dates as these dates are subject to matters beyond Found’s reasonable control.
    • 10.2 If the Client refuses to allow performance of the Services, Found shall be entitled to withhold performance of the Services, to treat this Contract as repudiated by the Client and shall have the right to rescind this Contract.
  • 11. Charges, Invoicing and Payment
    • Charges
    • 11.1 The Charges for the Services shall be as set out on the Contract Details Page.
    • 11.2 Found may increase its Charges where the increase is to take account of increases in costs, expenses and/or materials suffered by Found.
    • 11.3 The Client will be informed in writing by Found of any increases in Charges not less than 20 days before such increase takes effect.
    • 11.4 The Client may cancel without Liability this Contract if notified pursuant to clause 11.3 that the Charges are to be increased provided that the notice of cancellation is received by Found at least 7 days before the price increase becomes effective.
    • 11.5 If the Client does not cancel this Contract within the specified time period then the Charges increase shall take effect upon the expiry of the notice period under clause 11.3.
    • 11.6 The Charges are exclusive of any applicable VAT for which the Client shall additionally be liable.
    • 11.7 If Found and/or its Third Party Suppliers is delayed or impeded or obliged to spend additional time and incur additional expenses in the performance of any of its obligations under this Contract by reason of any act or omission of the Client or any of their employees, agents, or subcontractors (including the provision by any such person of any incorrect or inadequate data, information or instructions) then, notwithstanding anything else contained in this Contract, the Client shall pay Found and/or directly to the Third Party Supplier a reasonable sum in respect of any additional time spent and expenses incurred by or on behalf of Found and/or the Third Party Supplier in carrying out such obligations and caused or rendered necessary by such act or omission and any target time specified for the performance by Found of any obligation shall be extended accordingly.
    • Invoicing
    • 11.8 Found shall be entitled to render an invoice to the Client monthly any time at any stage during performance of the Services.
    • Payment
    • 11.9 The payment terms applicable to the Client shall be as set out on the Contract Details Page.
    • 11.10 Time for payment shall be of the essence.
    • 11.12 Any monies received by Found from the Client may be applied by Found at its option against any additional administrative costs and/or interest charged prior to application against any principal sums due from the Client against which it may be applied in any order.
    • 11.13 The Client shall pay all sums due to Found under this Contract without any set-off, deduction, counterclaim and/or any other withholding of monies.
    • 11.14 Payment shall not be deemed to be made until Found has received either cash or cleared funds in respect of the full amount outstanding.
    • 11.15 If payment in full is not made to Found when due then Found may withhold or suspend future or current performance of the Services and performance under any other agreement with the Client.
    • 11.16 If any Services are cancelled or this Contract terminated or performance is suspended Found shall be entitled to be paid on a quantum meruit basis for Services performed. Found may invoice the Client accordingly and such monies shall be immediately due for payment.
  • 12. Credit Limit
    • 12.1 Found may set a reasonable credit limit for the Client. Changes in the Client’s credit limit will be notified to the Client from time to time.
    • 12.2 Found reserves the right to refuse to accept orders for Services and/or to suspend the performance of the Services would result in the Client exceeding its credit limit or the credit limit is already exceeded.
  • 13. Data Ownership
    • 13.1 The Client acknowledges that data collected and stored by Found and/or Third Party Suppliers on behalf of Found, remains the property of Found.
  • 14. Intellectual Property Rights
    • 14.1 All Intellectual Property Rights arising from the Services shall be owned by Found or its licensors absolutely.
    • 14.2 The Client agrees that, at the Client’s cost, it will do all acts and/or things and execute all documents and/or deeds which are necessary or desirable to give effect to clause 14.1 above and/or to assist Found or any of its licensors in the application, registration, renewal and/or protection of such Intellectual Property Rights.
    • 14.3 Found grants to the Client a non-exclusive royalty-free perpetual licence to use all intellectual property rights owned or licensed by Found which arise solely from the Services.
    • 14.4 Found shall be free to utilise for the benefit of its other clients any skill and/or know-how that it may develop or acquire in the performance of the Services.
  • 15. Confidentiality
    • 15.1 Neither party shall directly and/or indirectly use and/or disclose the other party’s Confidential Information except in the proper performance of this Contract.
    • 15.2 The obligations of confidentiality and non-use set out above shall continue indefinitely except they shall not apply to information:
      • 15.2.1 which the receiving party proves was already in its possession and at its free disposal prior to disclosure by the disclosing party;
      • 15.2.2 which the receiving party proves was developed by it without reference to any of the disclosing party’s Confidential Information;
      • 15.2.3 which is after the date of this Contract disclosed to the receiving party without any obligations of confidentiality by a third party who is not in breach of any duty of confidentiality in doing so;
      • 15.2.4 which is or becomes generally available to the public through no default and/or omission on the receiving party’s part; or
      • 15.2.5 to the extent it is required to be disclosed by law and/or the rules of any recognised stock exchange and/or regulatory authority on condition that that party gives the disclosing party as much advance notice of such disclosure as possible.
    • 15.3 The exceptions in Clause 15.2 above shall not apply to any combination of features merely because individual features (but not the combination itself) fall within any one or more of such exceptions.
    • 15.4 At the other party’s request, made at any time during the course of this Contract, and in any event upon termination of this Contract for whatever reason, each party will deliver up to the other party or at the other party’s option destroy any and all materials containing the other party’s Confidential Information in whatever medium which is in its possession, power or control.
    • 15.5 Each Party will be liable under this Contract for the acts and/or omissions of any agent, employee or sub-contractor and/or those of any other companies within its group as if they were its own acts and/or omissions under this Contract.
  • 16. Termination
    • 16.1 Found can terminate this Contract immediately on notice if any agreement between it and a Third Party Supplier which is required to provide the Services is terminated,
    • 16.2 If the Client:-
      • 16.2.1 fails to make any payment to Found when due;
      • 16.2.2 breaches the terms of this Contract and, if the breach is capable of remedy, has not remedied the breach within 14 days of receiving notice requiring the breach to be remedied;
      • 16.2.3 persistently breaches any one or more terms of this Contract;
      • 16.2.4 ceases or threatens to cease to carry on business; and/or
      • 16.2.5 is declared or becomes insolvent or bankrupt, has a moratorium declared in respect of any of its indebtedness, enters into administration, receivership, administrative receivership or liquidation or threatens to do any of these things, takes or suffers any similar action in any jurisdiction or any step is taken (including, without limitation, the making of an application or the giving of any notice) by it or by any other person in respect of any of these circumstances;
      • 16.2.6 appears to Found due to the Client’s credit rating to be financially inadequate to meet its obligations under the Contract; and/or
      • 16.2.7 appears reasonably to Found to be about to suffer any of the above events; then Found shall have the right, without prejudice to any other remedies, to exercise any or all of the rights set out in clause 16.3 below.
    • 16.3 If any of the events set out in clause 16.2 above occurs in relation to the Client then:-
      • 16.3.1 Found may withhold the performance of any Services and cease any Services in progress;
      • 16.3.2 Found may cancel, terminate and/or suspend without Liability to the Client any contract with the Client; and/or
      • 16.3.3 all monies owed by the Client to Found shall forthwith become due and payable.
  • 17. Consequences of Termination
    • 17.1 Upon termination of this Contract for any reason:
      • 17.1.1 Found will cease providing the Services.
      • 17.1.2 All monies owed by the Client to Found shall forthwith become due and payable.
      • 17.1.3 where a Deposit was paid to Found, Found will repay the balance less any sums due to Found as at termination or as a result of termination of this Contract.
  • 18. Warranty
    • 18.1 Found warrants that the Services will be performed with reasonable skill and care, although the Client acknowledges that it is impossible to provide and maintain a service that would be entirely free of any fault and Found does not undertake to do so.
    • 18.2 If any Services prove to be defective and are covered by the warranty in clause 18.1 then Found shall at its sole option re-perform such Services or refund the Charges for such Services. Provided Found complies with this clause, the re-performance or refund shall be the Client’s sole remedy in respect of claims under the warranty under clause 18.1 above.
    • 18.3 Any work carried out by Found which is not covered by the warranty in clause 18.1 above will be charged for by Found.
    • 18.4 Found shall have no Liability to the Client under the warranty in clause 18.1 above unless any defect is notified to Found within 14 working days of the defect becoming apparent or suspected or when it should reasonably have become apparent to or suspected by the Client.
    • 18.5 The warranty in clause 18.1 above will not apply if the Client has not paid in full for the relevant Services on the due date for payment.
    • 18.6 Save as provided in this Contract, Found makes no representation and gives no other warranty, condition or undertaking either express or implied to the fullest extent permitted by law. In particular, although Found will provide the Services in good faith, no warranty is made regarding the results of usage of the Services or that the Services’ functionality will meet the Client’s requirements or that the Services will operate uninterrupted or error free. The nature of the Search Providers means that Found cannot make any guarantees or warranties as to the specific positioning of the Client on any results pages nor as to the levels of traffic to the Client’s Website resulting from the Services.
  • 19. Limitations On Liability
    • 19.1 Found shall have no Liability to the Client unless all Charges have been paid in full by the due date for payment.
    • 19.2 Found shall have no Liability to the Client for defective Services, unless the event is notified to Found within the appropriate time limit set out in this Contract.
    • 19.3 Found shall have no Liability for additional damage, loss, liability, claims, costs or expenses caused or contributed to by the Client’s continued use of defective Services after a defect has become apparent or suspected or should reasonably have become apparent to the Client.
    • 19.4 The Client shall where reasonable give Found a reasonable opportunity to remedy any matter for which Found is liable before the Client incurs any costs and/or expenses in remedying the matter itself. If the Client does not do so Found shall have no Liability to the Client.
    • 19.5 The Client shall where reasonable produce to Found written evidence of any claims for which it is alleged that Found is liable together with written details of how the loss was caused by Found and the steps the Client has taken to mitigate the loss before Found shall have any Liability for the claim by the Client.
    • 19.6 Found shall have no Liability to the Client to the extent that the Client is covered by any policy of insurance and the Client shall ensure that the Client’s insurers waive any and all rights of subrogation they may have against Found.
    • 19.7 Found shall have no Liability for any matters which are outside its reasonable control.
    • 19.8 Found shall not be Liable for the acts or omissions of any Third Party Supplier.
    • 19.9 Found shall have no Liability to the Client for any:-
      • 19.9.1 expenses, loss of profits and/or damage to goodwill;
      • 19.9.2 pure economic and/or other similar losses;
      • 19.9.3 special damages;
      • 19.9.4 aggravated, punitive and/or exemplary damages;
      • 19.9.5 loss of communications;
      • 19.9.6 consequential losses and/or indirect losses;
      • 19.9.7 toll fraud;
      • 19.9.8 loss of and loss of use of and/or corruption of data;
      • 19.9.9 loss of and loss of use of software;
      • 19.9.10 security breach by any third party in relation to any communications network; and/or
      • 19.9.11 business interruption, loss of business, loss of contracts, loss of opportunity and/or production.
    • 19.10 The Client shall be under a duty to mitigate any loss, damage, costs or expenses that it may suffer.
    • 19.11 Found’s total Liability to the Client in any 12 month period shall not exceed the value of Charges paid by the Client in respect of the same 12 month period. To the extent that any Liability of Found to the Client would be met by any insurance of Found then the Liability of Found shall be extended to the extent that such Liability is met by such insurance.
    • 19.12 Each of the limitations and/or exclusions in this Contract shall be deemed to be repeated and apply as a separate provision for each of:
      • 19.12.1 Liability in contract (including fundamental breach);
      • 19.12.2 Liability in tort (including negligence);
      • 19.12.3 Liability for breach of statutory duty; and
      • 19.12.4 Liability for breach of Common Law and/or under any other legal basis;
    • 19.13 Nothing in this Contract shall exclude or limit the Liability of Found for death or personal injury due to its negligence or any Liability which is due to Found’s fraud or any other liability which it is not permitted to exclude or limit as a matter of law.
    • 19.14 All warranties, terms, conditions and duties implied by law including but not limited to relating to fitness, quality or adequacy are excluded to the fullest extent permitted by law.
  • 20. Non-Solicitation
    • 20.1 During this Contract, and for 12 months after termination of this Contract, the Client will not without the prior written consent of Found (whether on its own behalf, in conjunction with and/or on behalf of any individual and/or organisation in any capacity) directly and/or indirectly:
      • 20.1.1 entice or attempt to entice away from employment with Found any person who is an employee of Found;
      • 20.1.2 employ, engage and/or otherwise use the services of any individual who was an employee or representative of Found during the preceding 6 months; and/or
      • 20.1.3 assist, advise or give any information to enable a third party to engage in any of the activities stated in this Clause 20.1.
    • 20.2 If any part of this Clause 20 is held to be void and/or unenforceable that part shall be struck out and the remainder of this Clause shall remain in full force and effect.
  • 21. Dispute Resolution
    • 21.1 If a dispute arises between the parties in relation to the operation or interpretation of this Contract, the parties will attempt, in good faith, to reach settlement as soon as possible:
      • 21.1.1 initially between the Customer’s contact and the Found Account Manager named on the Contract Details Page (who shall be authorised to settle such a dispute);
      • 21.1.2 if agreement has not been reached within fourteen days of first being referred to the Customer Contact and the Found Account Manager, either party may give written notice to the other giving details of the dispute and request a meeting between a director of each party; and
      • 21.1.3 if agreement has not been reached within fourteen days of the meeting held in accordance with Clause 21.1.2 either party may give written notice to the other to request a meeting between the Chief Executive officer of each party to seek to settle the dispute.
    • 21.2 The parties acknowledge and agree that the dispute resolution procedure set out in this Clause 21 will be followed prior to commencing any legal proceedings except nothing in this Clause 21 shall prevent either party from seeking interim injunctive relief from a court of law.
  • 22. General
    • Indemnity
    • 22.1 The Client agrees to indemnify and keep indemnified Found against any and all losses, proceedings, lost profits, damages, awards, expenses, claims, costs (including increased administration costs and legal costs on a full indemnity basis), actions and any other losses and/or liabilities suffered by Found and arising from or due to any breach of contract, any tortious act and/or omission and/or any breach of statutory duty by the Client.
    • Waiver
    • 22.2 No waiver by Found of any breach of this Contract shall be considered as a waiver of any subsequent breach of the same provision or any other provision.
    • Severability
    • 22.3 If any provision of this Contract is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of this Contract and the remainder of the affected provision shall be unaffected and shall remain in full force and effect.
    • Severance and Invalidity
    • 22.4 If any part of this Contract is held to be void and/or unenforceable that part shall be struck out and the remainder of this Contract shall remain in full force and effect.
    • 22.5 The parties agree that in the event of any such deletion they shall negotiate in good faith in order to agree the terms of an enforceable obligation or term which achieves or is closest to achieving the commercial aim of the deleted part. The failure of the parties to agree such a replacement provision shall not affect the validity of the remaining part of this Contract.
    • Survival of Terms
    • 22.6 Termination of this Contract shall not affect any rights of the parties accrued up to the date of termination.
    • 22.7 No term other than Clauses 15 (Confidentiality), 17 (Consequences of Termination), 19 (Limitations on Liability), 20 (Non Solicitation), 22 (General) shall survive expiry or termination of this Contract.
    • Notices
    • 22.8 Any notice under this Contract shall be in writing and shall be deemed to have been duly given if delivered to the party concerned at the address set out on the first page of this Contract or such other address as that party may from time to time notify in writing and shall be deemed to have been served if sent by registered post 48 hours after posting.
    • Publicity
    • 22.9 Found may make any announcement concerning this Contract without the prior written consent of the Client and use the Client as an agency client as part of Found’s collateral.
    • 22.10 The Client agrees that it may not use Found’s or its Third Party Suppliers’ names in publicity or press releases without Found’s and its Third Party Suppliers’ prior written consent.
    • Force Majeure
    • 22.11 Found shall have no Liability to the Client for any delay in performance of this Contract to the extent that such delay is due to any events outside Found’s reasonable control including but not limited to acts of God, war, flood, fire, labour disputes, subcontractor delays, strikes, lock-outs, riots, civil commotion, malicious damage, explosion, governmental actions and any other similar events. If Found is affected by any such event then time for performance shall be extended for a period equal to the period that such event or events delayed such performance
    • Assignment
    • 22.12 The Client shall not assign its interest in the Contract (or any part) without the written consent of Found. Found may assign its interest in the Contract (or any part) without the consent of the Client.
    • Third Party Rights
    • 22.13 All third party rights are excluded and save for the Third Party Suppliers, no third party shall have any right to enforce this Contract. Any rights of a third party to enforce this Contract may be varied and/or extinguished by agreement between the parties to this Contract without the consent of any such third party.
    • Governing Law and Jurisdiction
    • 22.14 This Contract is governed by and interpreted in accordance with English law and the parties agree to submit to the non-exclusive jurisdiction of the English courts.