1. Application of Conditions
1.1 The Company shall supply and the Customer shall purchase the Service's in accordance with the Acceptance Order which are subject to these Terms & Conditions.
1.2 The Agreement shall be to the exclusion of any other Terms and Conditions subject to which any such quotation is accepted or purported to be accepted, or any such order is made or purported to be made, by the Customer.

2. Definitions and Interpretation
2.1 In these Conditions:-
"Business Day" means any day other than a Saturday, Sunday or bank holiday;
"the Customer" means the person who accepts the agreed price and service or offer of the Company for the sale and delivery of the Services, or whose order for the Services is accepted by the Company;
"Commencement Date" means the commencement date for this agreement as set out in the Acceptance Order.
"the Acceptance Order & Payment Confirmation" hereby known as the Acceptance Order;
"Terms & Conditions" means the standard Terms and Conditions of sale set out in this document and (unless the context otherwise requires) includes any special terms and conditions agreed in writing between the Customer and the Company;
"the Services" means the Services to be provided to the Customer as set out in the Acceptance Order;
"the Company" means Web of Knowledge Limited, t/a Optimal Choice a company registered in England & Wales.
"writing" includes any communications effected by telex, facsimile transmission, electronic mail or any comparable means.
2.2 Any reference in these Conditions to a statute or a provision of a statute shall be construed as a reference to that statute or provision as amended, re-enacted or extended at the relevant time.
2.3 The headings in these Conditions are for convenience only and shall not affect their interpretation.

3. Basis of Sale and Service
3.1 The Company sales consultants have authorisation to actively promote the Company's Services. However the Company only agrees to this authorisation whilst the sales consultants work within Company policy and Parameters. In entering into the Agreement the Customer acknowledges that it does not rely on, and waives any claim for breach of, any such representations which are not so confirmed.
3.2 The customer agrees that by authorising the agreed payment they have entered into a binding agreement and are satisfied with the service to be provided under these Terms and Conditions.
3.3 No variation to these Conditions shall be binding unless agreed in writing between the authorised representatives of the Customer and the Company.

4. The Services
4.1 With effect from the Commencement Date the Company shall, in consideration of the Fees being paid in accordance with the Terms of Payment will provide the services expressly identified in the Acceptance Order or otherwise agreed under this agreement.
4.2 The Company will use reasonable care and skill to perform the services identified in the Acceptance Order or otherwise agreed under this agreement.
4.3 The customer agrees that the company will manage the customers marketing campaign to the best of their ability for the purposes of maintaining an average 1st page listing on the agreed search engine(s) targeted to the agreed countries and languages within their business category and territory / area.
4.4 The customer agrees that the services provided are set within the parameters of a daily budget. Future unknown price increases by third parties may influence this daily budget however the company will endeavour to maintain the service agreed to the best of its ability.

5. Price
5.1 The price of the Service's shall be the price listed in the Acceptance Order or such other price as may be agreed in writing by the Company and the Customer.
5.2 Where the Company has quoted a price for the agreed services other than in accordance with the Company's published price list the price quoted shall be valid for a time period that the Company Sales Consultant deems fair.
5.5 The price is exclusive of any applicable value added tax excise, sales or taxes or levies of a similar nature which are imposed or charged by any competent fiscal authority in respect of the Services, which the Customer shall be additionally liable to pay to the Company.

6. Payment
6.1 All payments required to be made pursuant to this Agreement by the Customer shall be made on agreeing and on receiving the service. Once the company has fulfilled it's obligations in this regard a payment will be expected straight away in the way of a credit card payment. Unless another means of payment has been agreed by a Company Representative.
6.2 The time of payment shall be of the essence of these terms and conditions. If the Customer fails to make any payment on the due date in respect of the price or any other sum due under these terms and conditions then the Company shall, without prejudice to any right which the Company may have pursuant to any statutory provision in force from time to time, have the right to charge the Customer interest on a daily basis at an annual rate equal to the aggregate of 4% per cent and the base rate of HSBC from time to time on any sum due and not paid on the due date. Such interest shall be calculated cumulatively on a daily basis and shall run from day to day and accrue after as well as before any judgement.
6.3 All payments shall be made to the Company as indicated and agreed on the Acceptance Order issued by the Company.

7. Assignment
7.1 The Company may assign the Agreement or any part of it to any person, firm or company.
7.2 The Customer shall not be entitled to assign the Agreement or any part of it without the prior written consent of the Company.

8. Customer's Default
8.1 If the Customer fails to make any payment on the due date then, without prejudice to any other right or remedy available to the Company, the Company shall be entitled to:-
8.1.11 cancel the order or suspend any further Services to the Customer;
8.1.12 appropriate any payment made by the Customer this payment is non-refundable.
8.1.13 cancel the Customers agreement, however the Customer is still liable for the full agreement value.
8.2 This condition applies if:-
8.2.13 the Customer fails to perform or observe any of its obligations hereunder or is otherwise in breach of the Agreement; or
8.2.14 the Customer becomes subject to an administration order or makes any voluntary arrangement with its creditors (within the meaning of the Insolvency Act 1986) or (being an individual or firm) becomes bankrupt or (being a company) goes into liquidation; or
8.2.15 an encumbrancer takes possession, or a receiver is appointed, of any of the property or assets of the Customer; or
8.2.16 the Customer ceases, or threatens to cease, to carry on business; or
8.2.17 the Company reasonably apprehends that any of the events mentioned above is about to occur in relation to the Customer and notifies the Customer accordingly.
8.3 If Condition 8.2 applies then, without prejudice to any other right or remedy available to the Company, the Company shall be entitled to cancel the Contract or suspend any further services under the Agreement without any liability to the Customer, and if the Service has been delivered but not paid for the price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary.

9. Liability
9.1 Except in respect of death or personal injury caused by the Company’s negligence, the Company will not by reason of any representation, implied warranty, condition or other term, or any duty at common law or under express terms of this contract, be liable for any loss of profit or any indirect, special or consequential loss, damage, costs, expenses or other claims (whether caused by the Company’s servants or agents or otherwise) which arise out of or in connection with the Service's provided.
9.2 The Customer shall indemnify the Company against all damages, costs, claims and expenses suffered by arising from loss or damage to any equipment (including that of third parties) caused by the Customer, or its agent or employees.
9.3 Where the Customer consists of two or more persons such expression throughout shall mean and include such two or more persons and each or any of them. All obligations on the part of such a Customer shall be joint and several obligations of such persons.
9.4 The Company shall not be liable to the Customer or be deemed to be in breach of these terms and conditions by reason of any delay in performing, or any failure to perform, any of the Company's obligations if the delay or failure was due to any cause beyond the Company's reasonable control.
9.5 The customer indemnifies the company against all claims of any alleged infringement of copyright, trademark, design, Company names, Trade names or URL's. The customer warrants to the company that any material provided is not in breach of any Intellectual Property Rights including Third Party
9.6 The company reserves the right not to carry out any agreed service's if it feels the material being presented is not acceptable ie:(immoral, illegal, abusive) This is at the company's discretion. If the company exercises this right it shall refund such proportion of any monies paid to the company that relate to service's not provided or provided in part.
9.7 The company agrees to pay a part refund on a pro-rata basis if for technical or other reasons outside the companies control an individual keyword or phrase can not be indexed on the agreed search engine(s) and the customer does not wish to choose an alternative keyword or phrase acceptable to both parties.

10. Communications
10.1 All communications between the parties about the Agreement shall be in writing and delivered by hand or sent by pre-paid first class post or sent by fax or sent by electronic mail:
10.1.18 (in the case of communications to the Supplier) to its registered office or such changed address as shall be notified to the Customer by the Company; or
10.1.19 (in the case of the communications to the Customer) to the registered office of the addressee (if it is a company) or (in any other case) to any address of the Customer set out in any document which forms part of the Agreement or such other address as shall be notified to the Company by the Customer.
10.2 Communications shall be deemed to have been received:
10.2.20 if sent by pre-paid first class post, two Business Days after posting (exclusive of the day of posting); or
10.2.21 if delivered by hand, on the day of delivery; or
10.2.22 if sent by fax or electronic mail on a Business Day prior to 4.00 pm, at the time of transmission and otherwise on the next Business Day.
10.3 Communications addressed to the Company shall be marked for the attention of John Short.

11. Force Majeure
11.1 In the event that either party is prevented from fulfilling its obligations under this Agreement by reason of any supervening event beyond its control including but not limited to war, national emergency, flood, earthquake, strike or lockout (subject to Sub-clause 11.2) the party shall not be deemed to be in breach of its obligations under this Agreement. The party shall immediately give notice of this to the other party and must take all reasonable steps to resume performance of its obligations.
11.2 Sub-clause 11.1 shall not apply with respect to strikes and lockouts where such action has been induced by the party so incapacitated.
11.3 Each party shall be liable to pay to the other damages for any breach of this Agreement and all expenses and costs incurred by that party in enforcing its rights under this Agreement.
11.4 If and when the period of such incapacity exceeds 6 months then this Agreement shall automatically terminate unless the parties first agree otherwise in writing.

12. Waiver
No waiver by the Company of any breach of the Agreement by the Customer shall be considered as a waiver of any subsequent breach of the same or any other provision.

13. Severance
If any provision of these Terms & Conditions is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of these Terms & Conditions and the remainder of the provision in question shall not be affected thereby.

14. Third Party Rights
A person who is not a party to the Agreement shall have no rights under the Contract pursuant to the Contracts (Rights of Third Parties) Act 1999.

15. Governing Law and Jurisdiction
These terms and conditions shall be governed by the laws of England and Wales and the parties agree to submit to the exclusive jurisdiction of the English and Welsh courts.