Social Media Consulting Limited
(the "Agreement") defines the relationship between Social Media
Consulting Limited, being a private limited company incorporated in England and
Wales under registration number 7358739 which operates the website
http://www.sp-index.com (the “Site”) and referred to hereafter as "Social
Media”, and you, being the person or business (be that an individual, firm or
corporate entity) submitting an order and referred to hereafter as the
"Customer". Social Media provides on-line internet privacy and
content searching and reporting related services (the "Services") for
the Customer in respect of the Customer or someone (such as the Customer's
child or a current or prospective employee of the Customer) that the Customer
has designated to be the subject of the Services provided by Social Media (the
"Subject Party"). This Agreement governs the Customer’s use of the
Services and the Customer’s access and use of the Site and any associated
domains accessed through use of the Site and all associated information and
By accepting this Agreement electronically or in writing, and/or by using, accessing or browsing the Site or using the Services, including but not limited to submission of any content or information to Social Media, payment or authorisation of payment, the Customer agrees and consents to be bound by this Agreement in full. The Customer also agrees that the Customer’s electronic acceptance of this Agreement shall have the same force and effect as if the Customer had agreed to this Agreement in writing.
PLEASE READ THIS AGREEMENT CAREFULLY. BY ACCESSING THE SITE AND/OR ORDERING THE SERVICES, YOU AS THE CUSTOMER ARE AGREEING TO BE BOUND BY THE TERMS OF THIS AGREEMENT AND ALL TERMS AND CONDITIONS INCORPORATED BY REFERENCE IN THIS AGREEMENT. YOUR USE OF THE SITE AND/OR THE SERVICES CONSTITUTES ACCEPTANCE OF THIS AGREEMENT.
1.1 The Services Social Media provide are described on the individual pages for each service, which can be accessed through the Site. Social Media may change the description or content of the Services at any time.
1.2 Social Media does not guarantee or warrant that it will find or communicate to the Customer every example or all examples of on-line internet content about, as applicable, the Customer or the Subject Party that the Customer has designated as the subject of the searches to be undertaken by Social Media. Social Media, moreover, does not guarantee or warrant that the Services will enable any removal, alteration or improvement of any on-line internet content about, as applicable, the Customer or the Subject Party that the Customer has designated as the subject of the searches to be undertaken by Social Media.
1.3 If, following provision of the Services, the Customer or the Subject Party that the Customer has designated as the subject of the searches to be undertaken by Social Media contacts any third parties, including creators of unwelcome content, hosts of unwelcome content, and other parties who might have control or authority over such content, the Customer recognises that such contact may have unpredictable side-effects, including but not limited to negative responses from others.
1.4 The Customer agrees to provide the information required by Social Media to perform the Services, and understands that the better the information the Customer provides the better the searches which Social Media will be able to undertake. The Customer authorises Social Media to use the information the Customer provides to search the internet using any tools available. The Customer warrants that they have the necessary rights and permissions to distribute the information they provide to Social Media, and agrees to indemnify Social Media against any damages arising from the use of the information the Customer provides, whether due to copyright infringement, breach of privacy or any other reason.
1.5 The Services may change at any time. The methods used to provide the Services may change at any time. The pricing of the Services may change at any time. The Customer acknowledges that errors are to be expected in a technology-driven product. By accepting this Agreement, the Customer represents that they are aware that the Services are technology-driven and accepts that errors, bugs, delays and other problems could arise with the Services.
1.6 Whilst reports provided as part of the Services (“Reports”) are provided in good faith, Social Media does not accept any liability for any damages or losses arising from any inaccuracies contained in any Reports, or from the use, misuse or distribution of the information contained in them. Any Reports issued by Social Media remain Social Media’s intellectual property, and without limitation are subject to copyright. Any Reports issued by Social Media to the Customer are for the confidential use of the Customer, and Social Media does not permit distribution of any Reports to any third party, or publication in part or in full, without its express written consent by a duly authorised representative.
1.7 The Customer must be 18 years or older to use the Services.
1.8 The Customer is responsible for maintaining the security of any account and password created or provided as part of the Services. Social Media can not and will not be liable for any loss or damage from the Customer’s failure to comply with this security obligation.
1.9 The Services are provided on-line over the internet. Reports provided as part of the Services are usually available within 48 hours of payment, however time of delivery shall not be of the essence of this Agreement and may not be made of the essence of this Agreement by notice. Any claim by the Customer which is based on any defect or failure in respect of the provision of the Services shall be notified to Social Media within 7 days of the supply of any Reports. If the Customer does not notify Social Media accordingly, Social Media shall have no liability for such defect or failure. Where any claim in respect of any Reports is notified to Social Media in accordance with this provision, Social Media may remedy the defect or failure free or charge or, at Social Media’s sole discretion, refund to the Customer the charges paid by the Customer in respect of the Reports (or a proportionate part of such charges), but Social Media shall have no further liability to the Customer.
1.10 The Customer acknowledges that the system used by Social Media in respect of performing the Services is proprietary to Social Media.
1.11 The Customer acknowledges that the results of the searches which Social Media will undertake as part of the Services will deliver content over which Social Media has no control as it may be subject to production or interference by third parties. Therefore, Social Media provides no warranties or representations as to the accuracy of the results of the searches it performs and the content delivered by those searches.
1.12 Social Media provides no warranties or representations as to the suitability of the Services or any Reports provided through the provision of the Services for any particular purposes.
1.13 The Customer agrees and acknowledges that Social Media expressly advises that the Customer should not use the Services as the basis for any decision, personal, business or otherwise, and that Social Media shall not be liable for any losses suffered as a result of the Customer or the Subject Party doing so. The Customer accepts and agrees that Social Media does not warrant any decision taken by the Customer as a result of the Services to any extent whatsoever. Further, any Reports supplied by Social Media as part of the Services do not constitute any form of advice, recommendation or endorsement by Social Media and are not intended to be relied upon by the Customer in making or refraining from making any specific decision.
1.14 Due to Social Media beginning to set up and provide the Services immediately following completion of the Customer’s request for the Services, the Customer will not be permitted to cancel this Agreement as provided in the Consumer Protection (Distance Selling) Regulations 2000.
1.15 Due to the nature of the Services, the Customer acknowledges and agrees that the value, accuracy and/or relevance of any Reports will diminish after they are delivered. In this context, Social Media does not guarantee that any Reports will retain any value, accuracy and/or relevance after delivery.
1.16 The Customer acknowledges and agrees that Social Media will only retain copies of all content and returns from searches utilised in the provision of any Reports to the Customer for a period of 7 days following any Reports being provided to the Customer, and that if the Customer does not request further services based on those Reports within that time that such content and returns will be deleted.
2. The Site and Proprietary Rights
2.1 As between Social Media and the Customer, all right, title and interest in the Site and all information it contains or may in the future contain, the system used by Social Media in respect of performing the Services, and any Reports provided as part of the Services (collectively referred to hereafter as the “Content”),including without limitation copyright, trade marks, services marks and other intellectual property rights, is the property of Social Media and is protected by intellectual property laws and international intellectual property treaties. Except as expressly provided hereafter, nothing contained in the Site shall be construed as conferring any licence or right, by implication or otherwise, under copyright or other intellectual property rights, to use the Site or the Content through the use of framing or otherwise, without the prior written permission of Social Media.
2.2 Subject to the Customer’s full compliance with this Agreement, the Customer is, subject to the other terms of this Agreement, hereby granted a non-exclusive, non-transferable, revocable, limited licence to view, download, print and use information retrieved from the Site, provided that : (i) it is solely for the Customer’s own lawful, personal, informational, non-commercial purposes; (ii) the Customer does not remove or obscure any copyright notice or other notices; (iii) the Content, or any part thereof, is not modified; and (iv) it is automatically done through the Customer’s browser software incidentally to using the Site and/or the Services. Except as expressly provided herein, no part of the Site, including but not limited to materials retrieved, their form and the underlying HTML code, may be used, reproduced, republished, copied, reformatted, displayed, reverse engineered, reverse assembled, transmitted, distributed, licensed, sold, resold or exploited in any form or by any means.
2.3 In no event shall materials from the Site be stored in any information storage and retrieval system without the prior written permission of Social Media.
2.4 The Customer understands and agrees that Social Media may alter, suspend or discontinue the Site and/or the Services and may change any information, features and functions of the Site and/or the Services at any time for any reason, without notice, cost or liability. The Customer further understands and agrees that from time to time the Site and/or the Services may be inaccessible, unavailable or inoperable for any reason, including without limitation : (i) equipment malfunctions; (ii) periodic maintenance procedures or repairs which Social Media may undertake from time to time; or (iii) causes beyond the control of Social Media or which are not reasonably foreseeable by Social Media, including without limitation interruption or failure of telecommunication or digital transmission links, hostile network attacks, network congestion or other failures. The Customer acknowledges and agrees that Social Media has no control over the availability of the Site or the Services on a continuous or uninterrupted basis.
2.5 The Customer shall be solely responsible for providing, maintaining and ensuring that all hardware, software, electrical and other physical requirements for the Customer’s use of the Site and the Services, including without limitation telecommunications and internet access connections and links, web browsers, bandwidth or other equipment, programs and services required to access and use the Site and the Services, are compatible with the Site and the Services.
2.6 The Customer acknowledges and agrees that nothing within the Site is, or shall be deemed to constitute, any advice, recommendation or endorsement. Information on the Site is provided for general information purposes and should not be relied upon by the Customer.
2.7 Social Media does not give any warranty or guarantee that the Site, any third party website or any information, content, material or data on the Site or any third party website is free from viruses, spyware, malicious software, trojans, worms, logic bombs or anything else which may have a contaminating, harmful or destructive effect on any technology. The Customer must ensure that they use appropriate virus checking software. Social Media is not responsible or liable for any loss or damage the Customer may suffer or incur in this regard where caused by any third party.
3. Acceptable Use Policy
3.1 Social Media does not allow the Services to be used for illegal activities, nor activities that Social Media deems improper for any reason whatsoever at its sole judgment. Social Media reserves the right to take preventative or corrective actions to protect itself and any third party. Social Media has therefore developed the acceptable use policy detailed hereafter (the "Policy") as part of the Agreement to which the Customer and each other customer agrees at the time of initiation of the Services. The Policy helps customers identify activities that are illegal or may be illegal under certain circumstances, and to identify certain types of requests for which Social Media has decided not to provide the Services, even if the activities may be legal. Social Media reserves the right to revise or make exceptions to the Policy in order to reflect its changing needs. Social Media reserves the right to refuse the Services to anyone, or to refuse to perform the Services, at any time. Malicious or fraudulent use of the Services is absolutely forbidden.
3.2 Social Media may modify the Policy at any time without prior notice. Notice of revisions to the Policy will be posted on the Site. The Customer is responsible for regularly reviewing the Policy. No amendment to or modification of the Policy will be binding unless in writing and signed by a duly authorised representative of Social Media or posted to the Site by a duly authorised representative of Social Media.
3.3 The Customer must truthfully and accurately represent their identity in subscribing and using the Services. The Customer must be the same person in respect of whom the searches to be undertaken by the Company are intended, or if this is not the case the Customer represents and warrants that they have the Subject Party’s consent to searches being carried out in respect of them. The Customer represents and warrants that they are truthfully representing their identity and consents, and agrees to release and hold harmless Social Media for any loss or damage to them or the Subject Party resulting from a false or inaccurate representation of identity or consents. Further, the Customer agrees to indemnify Social Media from and against any loss or damage caused to Social Media resulting from fraudulent or malicious representations of identity or consents made to Social Media.
3.4 The Customer represents and warrants that all information the Customer provides in connection with the Services is correct and accurate to the best of the Customer’s knowledge. The ability of Social Media to locate on-line internet content concerning, as applicable, the Customer or the Subject Party is limited by the quality of information provided by the Customer. The Customer agrees to release and hold harmless Social Media from any loss or damage caused to the Customer resulting from inaccurate or false representations of information. Further, the Customer agrees to indemnify Social Media against any loss or damage caused to Social Media resulting from fraudulent or malicious representations of information made to Social Media.
3.5 If the Customer is subscribing to Services in respect of the “Parent” services provided by Social Media (described on the individual “Parent” pages, which can be accessed through the Site), the Customer must be the parent or legal guardian of the minor, being the Subject Party, for which the “Parent” services are purchased.
3.6 Despite Social Media’s active enforcement of the Policy, ultimately it is the responsibility of the Customer to ensure that all transactions comply with the Policy and the further guidelines detailed hereafter.
4. Transactions Covered by the Policy
The Policy covers all transactions with Social Media and use of the Services.
5. Violations of the Policy
5.1 Violating the Policy may result in temporary or permanent limitation of the Customer's ability to use the Services. This includes removing or suspending access to Reports, limiting or removing access to any Services and closing account/s as required in Social Media’s reasonable business judgment to enforce the Policy. Additionally, customers whose accounts are permanently limited for violating the Policy are barred from future use of the Services, and such users are not permitted to open new or additional accounts under any name.
5.2 If the Customer has a question about whether their proposed or existing account violates the Policy, they can e-mail Social Media at : firstname.lastname@example.org
5.3 If the Customer encounters violations of the Policy, Social Media requests that they please report them to it immediately.
6. Limitation of Liability
6.1 The Customer agrees that they will hold harmless Social Media, and its officers, directors, and employees, from all claims arising out of or related to the Customer’s access or use of, or the Customer’s inability to access or use, the Services, the Site, or the information contained on the Site or other websites to which it is linked.
6.2 THE SERVICES, THE SITE, THE SOFTWARE USED IN PERFORMING THE SERVICES, THE REPORTS PROVIDED AS PART OF THE SERVICES, AND ALL RELATED AND ANCILLARY SERVICES ARE PROVIDED ON AN "AS IS" AND “AS AVAILABLE” BASIS AND, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, SOCIAL MEDIA EXPRESSLY DISCLAIMS ALL WARRANTIES, CLAIMS OR REPRESENTATIONS MADE BY SOCIAL MEDIA, EITHER EXPRESS, IMPLIED OR STATUTORY, WITH RESPECT TO THE SERVICES, THE SITE, THE SOFTWARE USED IN PERFORMING THE SERVICES AND THE REPORTS PROVIDED AS PART OF THE SERVICES, INCLUDING WARRANTIES OF QUALITY, PERFORMANCE, NON-INFRINGEMENT, MERCHANTABILITY, ACCURACY, RELIABILITY, COMPLETENESS OR FITNESS FOR A PARTICULAR PURPOSE, NOR ARE THERE ANY WARRANTIES CREATED BY COURSE OF DEALING, COURSE OF PERFORMANCE, OR TRADE USAGE. SOCAL MEDIA DOES NOT WARRANT THAT THE SERVICES, THE SITE, THE SOFTWARE USED IN PERFORMING THE SERVICES OR THE REPORTS PROVIDED AS PART OF THE SERVICES WILL MEET THE CUSTOMER’S NEED OR BE FREE FROM ERRORS, OR THAT ACCESS TO THE SITE OR THE PERFORMANCE OF THE SERVICES WILL BE UNINTERRUPTED.
6.3 SOCIAL MEDIA WILL NOT BE LIABLE TO THE CUSTOMER OR ANY THIRD PARTY CLAIMANT FOR ANY INDIRECT, SPECIAL, PUNITIVE, CONSEQUENTIAL (INCLUDING WITHOUT LIMITATION LOST PROFITS OR LOST DATA COLLECTED THROUGH THE SERVICES), OR INCIDENTAL DAMAGES, WHETHER BASED ON A CLAIM OR ACTION OF CONTRACT, WARRANTY, NEGLIGENCE, STRICT LIABILITY OR OTHER TORT, BREACH OF ANY STATUTORY DUTY, INDEMNITY OR CONTRIBUTION, OR OTHERWISE, EVEN IF SOCIAL MEDIA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
6.4 WITHOUT LIMITATION, SOCIAL MEDIA DOES NOT REPRESENT OR WARRANT, AND DISCLAIMS ANY AND ALL RESPONSIBILITY FOR ANY LOSS, INJURY, CLAIM, LIABILITY, PENALTY OR DAMAGE OF ANY KIND WHATSOEVER RESULTING FROM, ARISING OUT OF OR IN ANY WAY RELATED TO : (i) ANY ERRORS IN OR OMISSIONS FROM THE SITE AND ITS CONTENT, INCLUDING BUT NOT LIMITED TO TECHNICAL INACCURACIES OR TYPOGRAPHICAL ERRORS; (ii) THE UNAVAILABILITY OR UNINTERRUPTED USE OF THE SITE OR THE SERVICES OR ANY PORTION THEREOF; (iii) DEFECTS, VIRUSES OR OTHER HARMFUL COMPONENTS ON THE SITE OR THE SERVER THAT MAINTAINS THE SITE; (iv) ANY THIRD PARTY WEBSITES OR CONTENT THEREIN DIRECTLY OR INDIRECTLY ACCESSED THROUGH HYPERLINKS CONTAINED IN THE SITE, INCLUDING BUT NOT LIMITED TO ANY ERRORS OR OMISSIONS THEREFROM; (v) THE CUSTOMER’S USE OF THE SITE OR THE SERVICES OR ANY RELATIONSHIP BETWEEN THE CUSTOMER AND A LINKED SITE OR ANY SERVICES, PRODUCTS OR ADVICE PROVIDED OR PERFORMED BY A LINKED SITE FOR THE CUSTOMER; AND (vi) THE CUSTOMER’S USE OF ANY EQUIPMENT OR SOFTWARE IN CONNECTION WITH THE SITE OR THE SERVICES. FURTHER, SOCIAL MEDIA DOES NOT MAKE ANY REPRESENTATION OR WARRANTY AS TO ANY RESULTS THAT MAY BE OBTAINED BY USE OF THE SITE OR THE SERVICES.
6.5 THE ENTIRE LIABILITY OF SOCIAL MEDIA IN RESPECT OF ALL CLAIMS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR ITS SUBJECT MATTER IN CONTRACT, TORT (INCLUDING NEGLIGENCE, BREACH OF STATUTORY DUTY OR OTHERWISE) IN RESPECT OF A SINGLE REQUEST FOR THE SERVICES SHALL NOT EXCEED AN AMOUNT EQUAL TO THE SUMS RECEIVED BY SOCIAL MEDIA FROM THE CUSTOMER UNDER THIS AGREEMENT IN RESPECT OF THAT REQUEST FOR THE SERVICES.
6.6 THE FOREGOING EXCLUSIONS AND DISCLAIMERS ARE AN ESSENTIAL PART OF THIS AGREEMENT AND FORMED THE BASIS FOR DETERMINING THE PRICE CHARGED FOR THE SERVICES.
6.7 Social Media does not guarantee the Services will be operable at all times or during any down time : (i) caused by outages to any public internet backbones, networks or servers; (ii) caused by any failures of the Customer’s equipment, systems or local access services; (iii) for previously scheduled maintenance; or (iv) relating to events beyond Social Media’s control such as strikes, riots, insurrection, fires, floods, explosions, war, governmental action, labour conditions, earthquakes, natural disasters, or interruptions in internet services to an area where Social Media’s servers are located or co-located. Complete accuracy in all aspects of Reports provided as part of the Services is at all times also not guaranteed.
6.8 The Customer agrees to indemnify, hold harmless and defend Social Media at the Customer’s expense against any and all third party claims, actions, proceedings and suits brought against Social Media or any of its officers, directors, employees, agents or affiliates, and all related liabilities, damages, settlements, penalties, fines, costs or expenses (including without limitation reasonable legal fees and other litigation expenses) incurred by Social Media or any of its officers, directors, employees, agents or affiliates arising out of or relating to : (i) the Customer’s breach of any term or condition of this Agreement; (ii) the Customer’s fraudulent or malicious use of the Services; or (iii) the Customer’s violations of applicable laws, rules or regulations in connection with the Services. In such a case, Social Media will provide the Customer with written or electronic notice of such claim, suit or action. The Customer shall cooperate as fully as reasonably required in the defence of any claim. Social Media reserves the right, at its own expense, to assume the exclusive defence and control of any matter subject to indemnification by the Customer.
6.9 Nothing in this Agreement will service to limit or exclude Social Media’s liability for death or personal injury resulting from its own negligence, or for its fraud or fraudulent misrepresentation.
7.1 Payment for the Services is required in advance.
7.2 The price for the Services Social Media provide are described on the individual pages for each service, which can be accessed through the Site. Unless otherwise stated, all sums (including sums listed on the Site) are shown inclusive of any value added or sales tax.
8. Refund Policy
8.1 All sales in respect of the Services are final, subject to Social Media’s discretion. No refunds shall be given by Social Media for any amounts paid for the Services. Further, the Customer acknowledges and accepts the risk that Social Media may not succeed in finding all on-line internet content about, as applicable, the Customer or the Subject Party whom the Customer designates as the person about whom Social Media will undertake searches.
8.2 Further, the Customer hereby acknowledges that Social Media can not and does not make any guarantees or warranties, and the Customer therefore understands that they forego the right to dispute credit card charges on the grounds that Social Media has failed to deliver satisfactory services through its on-line internet-based business. The Customer therefore foregoes their right to dispute the credit card charges they incur with Social Media.
9. Modification of Agreement
Social Media reserves the right to change or modify any of the terms and conditions contained in this Agreement or any policy governing the Services, at any time, by posting the new agreement to the Site (or such other URL as Social Media may provide). The Customer is responsible for regularly reviewing the Agreement and related documents. No amendment to or modification of this Agreement will be binding unless in writing and signed by a duly authorised representative of Social Media or posted to the Site by a duly authorised representative of Social Media.
10. Dispute Resolution
In the event that the Customer has a problem or difficulty with Social Media or the Services please contact Social Media at email@example.com. The Customer must make a good faith effort to work out problems with Social Media directly before invoking legal process. Similarly, Social Media will make reasonable business efforts to work out problems directly with the Customer before it takes other steps.
11. Negative Comments
The Customer specifically agrees not to engage in negative comments, libel or slander regarding Social Media including but not limited to publishing, or causing to be published, complaints or derogatory comments about Social Media in any format, including but not limited to print, newspaper, television, radio or on internet complaint sites, blogs or other public internet forums. Should there be a breach of this condition Social Media will be entitled to liquidated damages in the amount of £5,000.00 for each publishing or posting. If said breach occurs on an internet complaint site each hit to that website will be considered an individual breach of this condition, and subject to additional liquidated damages of £200.00 per occurrence. Further, Social Media shall be entitled to litigate this matter, and obtain money damages together with injunctive and punitive relief. The prevailing party to that litigation shall be entitled to an award of legal fees.
12.1 Social Media shall comply with all applicable data protection laws in the United Kingdom and other jurisdictions in which the Services are provided.
12.3 Social Media is committed to protecting the privacy of the Customer, and uses the information that it collects about the Customer to perform the Services and to inform them about other services Social Media provides.
Miscellaneous, Incorporation, Applicable Law and Venue
13.1 Social Media shall be excused from performance hereunder to the extent that performance is prevented, delayed or obstructed by causes beyond its reasonable control. Among many other factors, the Services depend heavily on privacy laws in the United Kingdom and other jurisdictions in which the Services are provided. The law can and is likely to change in the future and such changes are outside the control of Social Media. Social Media cannot predict the impact of future changes in the law. Some legal changes, including but not limited to legislation or judicial interpretation, may render it more difficult or impossible for Social Media to perform the Services offered.
13.2 A waiver by Social Media of any default is not a waiver of any subsequent default.
13.3 The Customer may not assign or otherwise transfer any of the Customer’s rights hereunder without Social Media’s prior written consent, and any such attempt is void.
13.4 All notices to be given to Social Media under this Agreement shall be sent to firstname.lastname@example.org.
13.5 Only the Customer has the right to enforce this Agreement. Under the Contract (Rights of Third Parties) Act 1999, a third party is not able to enforce any part of this Agreement.
13.6 Social Media shall have the right to assign or otherwise delegate all or any of its rights or obligations under this Agreement to any person or entity.
13.7 This Agreement (including any amendment agreed upon by the parties in writing) represents the complete agreement between Social Media and the Customer concerning its subject matter, and supersedes all prior agreements and representations between the parties. If any provision of this Agreement is held to be unenforceable for any reason, such provision shall be reformed to the extent necessary to make it enforceable to the maximum extent permissible so as to affect the intent of the parties, and the remainder of this Agreement shall continue in full force and effect.
13.8 This Agreement shall be governed by and construed under the laws of England and Wales. In the event of any conflicts between foreign law, rules, and regulations, and English and Welsh law, rules, and regulations, English and Welsh law, rules and regulations shall prevail and govern. Each party agrees to submit to the exclusive and personal jurisdiction of the courts located in England and Wales.