Contact Free SEO Analysis

Terms and Conditions

Now for the serious stuff, let’s talk about terms and conditions. If your company or business is using or interacting with Zelst Limited, you can see here what you are consenting to. You can also see what information and data we collect, how we use it and what preferences you can have.

Zelst Limited - Terms and conditions

1. Interpretation

2. Structure of Agreement

3. Services

  • provide the Services;
  • comply with the Brand Guidelines when: preparing and providing the Deliverables; and performing the Services;
  • comply with Client’s reasonable information and IT security measures as communicated to Zelst when performing the Services; and
  • deliver the Deliverables to Client,
  • The search engine provider
  • other parties; or
  • Client;
4. Client Obligations
  • administrative or back-end access to the Website for analysis or modifications;
  • permission for Zelst to communicate directly with third parties connected with the Website (for example, Client’s web designer) in order to provide the Services;
  • access to existing traffic statistics for the Website;
  • where appropriate examples of up to two competitors of the Client for benchmarking purposes; and
  • where the Website is lacking in textual and image content, additional text content (in electronic format) and image files in electronic format according to the instructions of the Client as may be agreed in writing from time to time reasonable assistance, guidance, feedback and collaboration as may be required from time to time in order to perform the Services as may be stated in any SOW,
5. Charges and Payment
6. Licences and intellectual property rights
7. Data Protection
  • The Client and Zelst acknowledge that for the purposes of Data Protection Legislation in force in the UK, the Client is the Data Controller and Zelst is the Data Processor in respect of any Personal Data.
  • Zelst shall process the Personal Data only in accordance with the Client’s instructions from time to time and shall not process the Personal Data for any purpose other than those expressly authorised by the Client.
  • Zelst shall take reasonable steps to ensure the reliability of all its employees who have access to the Personal Data.
  • The Client will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the Personal Data to Zelst for the duration and purposes of the Agreement.
8. Indemnity
  • Zelst (Indemnifying Party) shall indemnify the Client (Indemnified Party) from and against all Losses arising as a result of any action or claim that (as applicable) the Client’s use, possession and/or ownership rights to the Deliverables, receipt of the Services and use or possession of any Pre-Existing Works in accordance with the Agreement (Claim) constitute an infringement of Intellectual Property Rights of a third party.
  • The Client (Indemnifying Party) shall indemnify Zelst (Indemnified Party) from and against all Losses arising as a result of any action or claim that (as applicable) Zelst’s use and possession of the Materials in accordance with the Agreement (Claim) constitutes an infringement of Intellectual Property Rights of a third party or an action or claim by a Data Subject where clause 4 applies.
  • notify the Indemnifying Party in writing of the Claim upon becoming aware of it;
  • make no admissions or settlements of the Claim without the Indemnifying Party’s prior written consent;
  • give the Indemnifying Party all reasonable information and assistance that the Indemnifying Party may reasonably require (at the Indemnifying Party’s cost) in relation to a Claim; and
  • allow the Indemnifying Party complete control over the litigation and settlement of any Claim.
9. Warranties
  • any Materials provided to Zelst are owned by Client; or
  • it has received the necessary consents or permissions to use the Materials and any Personal Data in accordance with the Agreement from the applicable owner(s).
  • any Personal Data is held and used in compliance with proper data protection obligations existing in the UK.
  • it shall perform the Services with all reasonable skill and care;
  • it will use personnel to provide the Services who are suitably skilled, trained and experienced;
  • it will ensure that the manner in which the Services are performed or provided does not adversely affect the name, reputation or business of Client;
  • the Deliverables will be free from all Viruses including but not limited to any codes or instructions that are used to access, modify, delete or damage any data contained in the web pages of or other computer programs used by Client in relation to, the Websites;
  • the Deliverables (excluding the Materials) are owned by Zelst and the use or possession by the Client will not be subject or give rise to any claim for infringement of any Intellectual Property Rights of any third parties.
  • having regard to the state of technological development and the cost of implementing any measures, it will:
  • take appropriate technical and organisational measures against the unauthorised or unlawful processing of Personal Data and against the accidental loss or destruction of, or damage to, Personal Data to ensure a level of security appropriate to:
  • the harm that might result from such unauthorised or unlawful processing or accidental loss, destruction or damage; and
  • the nature of the data to be protected.
10. Limitation of liability and insurance
  • a breach of clause 12;
  • the indemnities in clause 1.
  • any other liability that cannot be excluded or limited under applicable law.
11. Terms and Termination
  • the other Party commits a material breach of any term of the Agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 30 days after being notified in writing to do so;
  • the other Party repeatedly breaches any of the terms of the Agreement in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of the Agreement;
  • if the other Party suspends, or threatens to suspend, payment of its debts, or is unable to pay its debts as they fall due or admits inability to pay its debts, or (being a company or limited liability partnership) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986, or if any action claim or proceeding relating to indebtedness, insolvency, bankruptcy or similar is made or taken against the other Party.
  • any event occurs, or proceeding is taken, with respect to the other Party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 2.3 above; or
  • the other Party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business.
  • all applicable licences granted to Zelst under the particular Agreement shall terminate immediately;
  • Zelst shall at Client’s request, either promptly return or destroy all Confidential Information and/or Materials belonging to Client and connected with the relevant Agreement in its possession and control and issue a certificate of such return and/or destruction. For avoidance of doubt, if any Confidential Information and/or Materials are stored within computer systems owned or controlled by Zelst, Zelst shall ensure that such Confidential Information and/or Materials are expunged from such computer systems;
  • on request, certify in writing to Client that it has complied with the requirements of clause 4.2; and
  • Client shall pay undisputed Charges that are due and payable to Zelst.
  • if any sums are due to Zelst, Zelst shall retain ownership of any accounts (including but not limited to PPC Accounts) until payment. Upon payment Zelst will transfer access rights, passwords and other measures necessary to use such accounts to the Client;
12. Confidentiality
  • to its employees, officers, representatives or advisers who need to know such Confidential Information strictly for the purposes of exercising the Party’s rights or carrying out its obligations under or in connection with the Agreement. Each Party shall ensure that its employees, officers, representatives or advisers to whom it discloses the other Party’s Confidential Information comply with this clause 12; and
  • as may be required by law, court order or any governmental or regulatory authority.
13. Force Majeure
14. Notices
15. Assignment
16. Waiver
17. Variation
18. Governing Law and Jurisdiction