TERMS AND cONDITIONS
Additional to the T&Cs below regarding supply of services. The following documents have been made available to detail Search Point UK’s handling of data:
Search Point UK
Terms and Conditions for the supply of registration, administration, enhancement and management services in connection with Google My Business
Your attention is particularly drawn to the provisions of clause 10 which limits or excludes our liability to you.
1.1 Definitions. In these Conditions, the following definitions apply:
Business Day: a day (other than a Saturday, Sunday or public holiday) when banks in London are open for business.
Charge: the charge payable by You annually for the supply of the Services in accordance with clause 6.
Commencement Date: has the meaning set out in clause 2.2.
Conditions: these terms and conditions as amended from time to time in accordance with clause 14.5.
Confirmation Letter: the letter accompanying these Conditions, by which Search Point UK confirms its acceptance of your Order, and which sets out the nature and extent of the Services to be supplied.
Contract: the contract between Search Point UK and You for the supply of the Services in accordance with these Conditions.
Data Protection Legislation: all legislation and regulatory requirements in force from time to time relating to the use of personal data and the privacy of electronic communications, including, without limitation (i) any data protection legislation from time to time in force in the UK including the Data Protection Act 2018 or any successor legislation, as well as (ii) the General Data Protection Regulation ((EU) 2016/679) and any other directly applicable European Union regulation relating to data protection and privacy (for so long as and to the extent that the law of the European Union has legal effect in the UK). The terms ‘Controller’, Processor’, ‘personal data’, ‘data subject’, ‘process’, ‘processing’ and ‘processed’ shall be as defined in the Data Protection Legislation.
Intellectual Property Rights: patents, rights to inventions, copyright and related rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how), and all other intellectual property rights, in each case whether registered or unregistered which subsist or will subsist now or in the future in any part of the world.
Search Point UK: Search Point Limited, trading as Search Point UK, a company incorporated and registered in England and Wales with Company Number 11998951 and whose registered office is at Unit 5 Temple Point, Finch Drive, Bullerthorpe Lane, Colton, West Yorkshire, LS15 9JL.
Order: Your request for the supply of the Services given in writing by You or given verbally by You during the course of Your telephone conversation with a Search Point UK telephone operative prior to the date of delivery of the Confirmation Letter.
Services: the services of registration and validation of Your business with Google My Business, enhancement of your listing renewal, supplied by Search Point UK to You as set out in the Confirmation Letter
You or Your: the person, firm, company or other business entity who agrees to purchase the Services from Search Point UK in accordance with these terms and conditions.
2. Basis of contract
2.1 The Order constitutes an offer by You to receive the Services in accordance with clause 1.1 during the initial free trial period and, if you elect to purchase the Services following the free trial period, to receive the Services for the remainder of the Term (as defined in clause 2.1), in each case in accordance with these Conditions.
2.2 The Order shall only be deemed accepted when Search Point UK issues a Confirmation Letter to you accepting the Order, on the date of which the Contract shall come into existence.
2.3 The Contract constitutes the entire agreement between the parties. You acknowledge that You have not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of Search Point UK which is not set out in the Contract.
2.4 These Conditions apply to the Contract to the exclusion of any other terms that You seek to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
3. Duration of Contract
3.1 The first 30 days following the date on which Your Google My Business page is first activated (Commencement Date)shall operate as a free trial. After the free trial has expired Search Point UK will contact You to invite You to continue to receive the Services. You can cancel Your Contract by giving written notice to Search Point UK at any time between the start of the free trial period and Your acceptance of Search Point UK invitation for You to continue to receive the Services. If (and only if) You confirm that you wish to continue with Your Order, the Contract term shall be for a fixed period of 12 months from the Commencement Date (but nevertheless subject to earlier termination in accordance with these Conditions) (Term).
3.2 On or before the end of the Term, Search Point UK will contact You to invite You to renew Your Contact for a further period of 12 months and any renewal will be on Search Point UK standard terms and conditions, and at the price, in effect at the time of renewal. If (and only if) You confirm that You wish to renew Your Contract, the renewal shall be for a fixed period of 12 months from the end of the initial Term (but nevertheless subject to termination in accordance with Search Point UK’ standard terms and conditions in effect at the time of renewal) and the renewal period shall be deemed to be included in the Term.
3.3 Search Point UK shall have the right to terminate the Contract for convenience at any time on 30 days prior written notice to You. In such event Search Point UK will refund to You a fair proportion of the applicable Charge to reflect any unexpired remainder of the period for which the Charge has been paid,.
4. Supply of Services
4.1 Search Point UK will supply the Services to You in accordance with the description in the Confirmation Letter in all material respects.
4.2 Search Point UK will use all reasonable endeavours to meet any performance dates that it may from time to time specify in relation to the Services, but any such dates shall be estimates only and time shall not be of the essence for performance of the Services.
4.3 Search Point UK warrants to You that the Services will be provided using reasonable care and skill.
5. Your obligations
(a) will ensure that the terms of the Order and any information or materials You provide in respect of Your business to Search Point UK are complete and accurate;
(b) appoint Search Point UK to act as your ‘authorised representative’ to act on your behalf in dealings with Google Inc. during the Term and any subsequent renewal.
(c) agree to co-operate with Search Point UK in all matters relating to the Services. In particular You agree that You will provide Search Point UK with Your unique PIN number supplied to you by Google Inc. in connection with your Google My Business account, as soon as reasonably practicable after receipt;
(d) agree to provide Search Point UK with such information and materials as Search Point UK may reasonably require in order to supply the Services;
(e) agree to obtain and maintain all necessary licences, permissions and consents which may be required before the date on which the Services are to start;
5.2 If Search Point UK’ performance of any of its obligations under the Contract is prevented or delayed by any act or omission by You or failure by You to perform any relevant obligation (Customer Default):
(a) Search Point UK shall have the right to suspend performance of the Services until You remedy the Customer Default;
(b) Search Point UK shall not be liable for any costs or losses incurred by You arising directly or indirectly from Search Point UK’ failure or delay to perform any of its obligations; and
(c) You shall reimburse Search Point UK on written demand for any costs or losses sustained or incurred by Search Point UK arising directly or indirectly from the Customer Default.
6. Charge and payment
6.1 If You elect to continue with your Order after the end of the initial free trial period in accordance with clause 1.1 then the Charge for the Services during the Term shall be the amount specified in the Confirmation Letter.
6.2 Search Point UK will invoice You for the Charge on the date that You elect to continue with Your Order in accordance with clause 1.1.
6.3 You will pay the invoice delivered to You in accordance with clause 6.3 within 7 days of delivery. Time for payment shall be of the essence of the Contract.
6.4 All amounts payable by You under the Contract are exclusive of amounts in respect of value added tax chargeable for the time being.
If You fail to make any payment due to Search Point UK under the Contract by the due date for payment, Search Point UK shall have the right to charge interest on the overdue amount at the rate provided by the Late Payment of Commercial Debts (Interest) Act 1998 (as amended) plus the applicable fixed sum provided by section 5A of that Act. Search Point UK shall also, in addition to their rights pursuant to clause 5.2(c) above, have the right to recover from You any costs incurred in connection with Your failure to make any payment due under the Contract.
7. Intellectual property rights
7.1 All Intellectual Property Rights in or arising out of or in connection with the Services shall be owned by Search Point UK.
7.2 You acknowledge that, in respect of any third party Intellectual Property Rights, Your use of them is conditional on Search Point UK obtaining and maintaining a written licence from the relevant licensor on such terms as will entitle Search Point UK to license such rights to You.
You will keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to You by Search Point UK, its employees, agents or subcontractors, and any other confidential information concerning Search Point UK’ business, its products and services which You may obtain.
9. DATA PROTECTION
9.1 Both parties will comply with all applicable requirements of the Data Protection Legislation. This clause 9 is in addition to, and does not relieve, remove or replace, a party's obligations under the Data Protection Legislation.
9.2 For the purposes of the Data Protection Legislation, Search Point UK may be required to process the following personal data (acting as the Processor) on Your behalf (where You are the Controller) as detailed below for the purpose of providing the Services:
(a) Scope and purpose of processing: The processing of personal data belonging to You (and/or Your officers, employees and/or agents) for the purposes of providing the Services.
(b) Nature: This may include the collection, recording, organisation, structuring, storage, adaptation or alteration, retrieval, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure or destruction of data.
(c) Types of personal data: Name, job title, business name and address, telephone number, email address, website address.
(d) Categories of data subject: You and/or Your officers, employees and/or agents.
(e) Duration of the processing: For the duration of your contract.
9.3 Without prejudice to the generality of clause 9.1, You will ensure that You have all necessary appropriate consents and notices in place to enable lawful transfer of the personal data to Search Point UK for the duration and purposes of the Contract.
9.4 Without prejudice to the generality of clause 9.1, Search Point UK shall, in relation to any personal data processed in connection with the performance by Search Point UK of its obligations under the Contract:
(a) process that personal data only in accordance with the Contact, or otherwise Your written instructions, unless Search Point UK is required to process the personal data otherwise by the laws of any member of the European Union or by the laws of the European Union applicable to Search Point UK (Applicable Laws). Where Search Point UK is relying on Applicable Laws as the basis for processing personal data, Search Point UK shall promptly notify You of this before performing the processing required by the Applicable Laws unless those Applicable Laws prohibit Search Point UK from so notifying You;
(b) ensure that it has in place appropriate technical and organisational measures, to protect against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures;
(c) ensure that all personnel who have access to and/or process personal data are obliged to keep the personal data confidential; and
(d) subject to clause 9.5, not transfer any personal data outside of the European Economic Area unless Your prior written consent has been obtained and the following conditions are fulfilled:
i. You or Search Point UK have provided appropriate safeguards in relation to the transfer;
ii. the data subject has enforceable rights and effective legal remedies;
iii. Search Point UK complies with its obligations under the Data Protection Legislation by providing an adequate level of protection to any personal data that is transferred; and
iv. Search Point UK complies with Your reasonable instructions notified to it in advance with respect to the processing of the personal data;
(e) assist You, at Your cost, in responding to any request from a data subject and in ensuring compliance with Your obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;
(f) notify You without undue delay on becoming aware of a personal data breach;
(g) subject to clause 12(a), at Your written direction, delete or return personal data and copies thereof to Your on termination of the Contract unless required by Applicable Law to store the personal data; and
(h) maintain complete and accurate records and information to demonstrate its compliance with this clause 9 and allow for audits by you or your designated auditor.
9.6 Search Point UK shall notify You before it appoints any third-party processor of personal data under the Contract, thereby giving You the opportunity to object to any such appointment. Search Point UK confirms that it shall enter into a written agreement with any such third-party processor, which shall incorporate terms which are substantially similar to those set out in this clause 9. As between You and Search Point UK, Search Point UK shall remain fully liable for all acts or omissions of any third-party processor appointed by it pursuant to this clause 9.6.
10. Limitation of liability: Your Attention is Particularly Drawn To This Clause
10.1 Nothing in these Conditions shall limit or exclude Search Point UK’ liability for:
(a) death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors;
(b) fraud or fraudulent misrepresentation; or
(c) breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).
10.2 Subject to clause 10.1:
(a) Search Point UK shall under no circumstances whatever be liable to You, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the Contract; and
(b) Search Point UK’ total liability to You in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the amount of the Charge.
10.3 The terms implied by sections 3 to 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.
11.1 Without limiting its other rights or remedies, either party may terminate the Contract with immediate effect by giving written notice to the other party if:
(a) the other party commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 14 days of that party being notified in writing to do so;
(b) 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 (being an individual) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986 or (being a partnership) has any partner to whom any of the foregoing apply;
(c) the other party suspends or ceases, or threatens to suspend or cease, to carry on all or a substantial part of its business;
11.2 Without limiting its other rights or remedies, the Search Point UK may terminate the Contract with immediate effect by giving written notice to You if You fail to pay any amount due under this Contract on the due date for payment.
11.3 Without limiting its other rights, Search Point UK may suspend the Services under the Contract if You become subject to any of the events listed in clause 11.1(b)) to clause 11.1(c), or Search Point UK reasonably believes that You are about to become subject to any of them, or if You fail to pay any amount due under this Contract on the due date for payment.
12. Consequences of termination
On termination of the Contract for any reason:
(a) If You terminate the Contract during the initial free trial period, or if You elect not to continue to receive the Services after the end of the initial free trial period, or if You do not elect to renew your Contract at the end of the Term, then You may request in writing Search Point UK to transfer full access and control of Your Google My Business local page to you. Search Point UK will, as soon as reasonably practicable following receipt of your written request take all reasonable steps to effect the transfer. You agree to reasonably co-operate with Search Point UK in connection with the transfer;
(b) the accrued rights, remedies, obligations and liabilities of the parties as at expiry or termination shall be unaffected, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry;
(c) You will not be entitled to a refund of any part of the Charge, even if termination occurs before the end of the Term; and
(d) clauses which expressly or by implication survive termination shall continue in full force and effect, including in particular clauses 9 and 10.
13. Force majeure
13.1 For the purposes of this Contract, Force Majeure Event means an event beyond the reasonable control of Search Point UK.
13.2 Search Point UK shall not be liable to You as a result of any delay or failure to perform its obligations under this Contract as a result of a Force Majeure Event.
13.3 If the Force Majeure Event prevents Search Point UK from providing any of the Services for more than 10 weeks, Search Point UK shall, without limiting its other rights or remedies, have the right to terminate this Contract immediately by giving written notice to You.
14.1 Assignment and other dealings. You will not, without the prior written consent Search Point UK, assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of Your rights or obligations under the Contract.
14.2 Waiver. A waiver of any right under the Contract or law is only effective if it is in writing and shall not be deemed to be a waiver of any subsequent breach or default. No failure or delay by a party in exercising any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict its further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
14.3 No partnership or agency. Nothing in the Contract is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, nor constitute either party the agent of the other.
14.4 Third parties. A person who is not a party to the Contract shall not have any rights to enforce its terms.
14.5 Variation. Except as set out in these Conditions, no variation of the Contract, including the introduction of any additional terms and conditions, shall be effective unless it is agreed in writing and signed by a duly authorised signatory on behalf of Search Point UK.