MiShop.Local Limited Terms of Business

In these terms and conditions of business (Terms) MiShop.Local Limited is referred to as “we/our/us” and the Client (as referred to in the Engagement Letter to which these Terms are attached) is referred to as “you/your”.  Together the Terms and Engagement Letter shall be referred to as the Agreement.

1.        Introduction and appointment
1.1      We, MiShop.Local Limited, provide an outsourced service whereby we act on your behalf to set-up and manage the free features available to merchants on the internet business listing websites listed in Schedule 1 (as amended from time to time) (Business Listing Websites).
1.2   We will, at your request (and on receipt of a signed Engagement Letter accepting these Terms) provide an online market presence of your business referred to in the Engagement Letter  (Business) on those Business Listing Websites and actively monitor that presence to increase your online presence and market awareness.
1.3  You hereby appoint us to manage your Business’s online presence on the Business Listing Websites and act on your behalf as your “Authorised Representative” in respect of setting up and maintaining your online profiles as more particularly set out in clause 2 below (Services).
1.4  By signing and returning our Engagement Letter, you hereby accept these Terms.
1.5  You hereby grant us permission to create, hold on to and use all necessary log-in names and passwords for the Business Listing Websites on your behalf.
1.6  Our appointment shall be effective from the date upon which you sign the Engagement Letter (Effective Date) and shall continue thereafter unless and until terminated by either party giving not less than 30 days written notice.   If you terminate the Agreement, you will still remain liable to pay the Fee(s) due or which becomes due pursuant to clause 3.
1.7  Termination of this Agreement shall not affect any accrued rights or liabilities of either party nor the coming into or continuance in force of any provisions herein which are expressly stated as or by reasonable interpretation implied as coming into or continuing in force after such termination.

2.   Services
2.1  We will use reasonable care skill and diligence in providing you with the Services as follows:
We will:
(a)  prepare and set up a profile for your Business on all the Business Listing Websites;
(b)  manage those profiles and periodically submit new and updated profile content to those Business Listing Websites;
(c)  monitor customer ratings and reviews of your Business (if any) posted on those Business Listing Websites;
(d)  report back to you customer ratings and reviews posted on those Business Listing Websites;
(e)  where practicable and permissible, copy good customer ratings and reviews to other Business Listing Websites (subject to any copyright restrictions);
(f)  email you on a monthly basis, information which may be of interest to you and to request any further information which you may want us to submit to the Business Listing Websites on you behalf; and
(g)  provide you access to our customer reviews  website (www.writeaboutus.co.uk) where your customers can write a review about you in return for being entered into a prize draw,
 together the Services.
2.2  You acknowledge we are acting on your behalf and we do not act as agent or representative of any Business Listing Websites and that as a result they may contact you directly to verify that you are a legitimate business and/or to try to sell you additional advertising space.
2.3  You further acknowledge that we cannot guarantee that every Business Listing Website will accept your listing and material or display the same and we shall not be liable to you in this respect. (also applies to copying customer reviews).
2.4  In carrying out the Services, you hereby give us permission to store and edit business information about your Business and the goods and/or services your Business offers and upload the same to the Business Listing Websites and to create and edit an online profile about your Business on those Business Listing Websites.
2.5  Unless you request otherwise, we will periodically email you offers and promotions that we believe will be of interest to you.  We will not give your contact details to anyone else.
2.6  In situations where you are already an established user of one of the Business Listings Websites we will not update your content on that particular website unless you expressly request that we do so.  In such event you shall provide us with your log-in details and your password.

3.   Fee and Payment
3.1  Our fee for carrying out these Services (Fees) shall be charged at our standard rate or as set out in the Engagement Letter.
3.2  The Fees shall be payable monthly in advance on the date set out in the Engagement Letter and we shall not commence providing you with the Services until we receive the first monthly payment.
3.3  Thereafter you shall pay us on a monthly basis on the monthly anniversary of Effective Date for the term of this Agreement.
Payment can be made via Paypal or any other alternative payment method which we may advise you of from time to time.  We shall send you an invoice electronically each month confirming that payment has been made.

4.   Confidentiality and Third Parties
4.1  The Services that we provide are solely for you and (except with our express written agreement) no other person shall be entitled to use or rely on these services for any purpose.
4.2  Any information disclosed by either of us to the other and which is marked as “confidential” shall be treated as such and shall not be disclosed to any third party without prior and express approval from the disclosing party.  For the avoidance of doubt the MiShop.local Welcome Pack is confidential and you shall not disclose it to any third party.

5.   Your Obligations
5.1  You warrant that you have the necessary authority and approvals to appoint us to carry out the Services under this Agreement and represent your Business on the Business Listing Websites and to apply for log-in id’s and passwords to those Business Listing Websites on your behalf.
5.2  You will provide us with all relevant information relating to the Business as soon as reasonably practicable after the Effective Date and promptly provide us with any other information which we may reasonably request in order for us to properly carry out the Services.
5.3  Unless you notify us otherwise, you warrant that all information provided to us under clause 
above is both complete and accurate.  You understand that potential customers may rely on such information being both complete accurate and up to date.

5.4  In the event you later discover that any information you provide us to use about your Business is incomplete, inaccurate or misleading, you will immediately notify us of the same and as soon as practicably possible provide us with the correct information and we will promptly update your online presence on the Business Listing Websites.
5.5  You will fully co-operate with us in creating your Business’s profile and online presence on the Business Listing Websites and assist us in ensuring that any data uploaded to the Business Listing Websites is up to date and accurate.  You will keep us up to date on any special offers in respect of your goods and/or services so that we may advertise the same on the Business Listing Websites for you.
5.6  You will take full responsibility for reviewing and approving all content we submit on your behalf to the Business Listing Websites and you will notify us immediately if any information needs to be amended, deleted or updated.
5.7   You hereby grant us a licence to use your company logo (where available) and name for the purpose of carrying out the Services and promoting your Business and to create links from the Business Listing Websites to your website (if any).
5.8  You hereby permit us to use all information we receive from you in respect of the Business in any way we see fit and without limitation in order for us to properly provide you with the Services.

6.   Warranties Liability and Indemnity
6.1  Whilst we endeavour, in carrying out the Services, to improve your online presence and reputation with potential customers, we do not warrant the same and you shall be responsible for carrying out your own online marketing on other websites and through other advertising campaigns.
6.2  You hereby acknowledge and agree that we do not act as agent for any Business Listing Website and we will not be liable to you for any representation made by any Business Listing Website (whether directly or through us) and nor will we will liable for any information which we obtain from such Business Listing Websites and provide to you (except where we know such representation to be untrue or fraudulent).
6.3  Our total liability whether in contract, tort or otherwise, for any loss or damage arising from or in connection with your instructions, this Agreement and the provision of these Services, is limited to an amount equivalent to the Fees paid by you to us under this Agreement.   This limit applies to all causes of action against us in respect of or arising from or in any way connected with the work we undertake for you.
6.4  This Agreement states the full extent of our obligations and liabilities in respect of our performance of the Services.  You agree that any condition, warranty representation or other term concerning the performance of the Services which might otherwise be implied into or incorporated in this Agreement, whether by statute, common law or otherwise, is excluded to the maximum extent permitted by law.
6.5  Nothing in this Agreement shall exclude or in any way limit either parties liability for fraud, or for death or personal injury caused by its negligence, or any other liability to the extent such liability may not be excluded or limited as a matter of law.
6.6  You will fully indemnify us (and our officers and employees) against all liabilities, costs, expenses, damages and losses, including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal and other professional costs and expenses suffered or incurred by us arising out of performing the Services, any breach of the warranties and obligations contained in clause 5.

7.   Entire Agreement
7.1  You hereby confirm that you have not entered into this Agreement in reliance upon any promises representation statement or undertakings written or oral made by or on behalf of us except for any which are expressly set out in this Agreement.  You agree that this Agreement constitutes the entire agreement and understanding between us.

8.   General
8.1  Any notice required to be given under this Agreement shall be in writing.
8.2  A person who is not a party to this Agreement has no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement.
8.3  Any variation of this Agreement shall be in writing and signed by an authorised representative of both parties.
8.4  The failure of either party to enforce or to exercise at any time or for any period any term of or any right pursuant to this Agreement shall not be construed as a waiver of any such term or right and shall in no way affect that party’s right later to enforce or exercise it.
8.5  This Agreement shall be governed by and construed in accordance with the law of England and Wales.  Each party irrevocably agrees to submit to the exclusive jurisdiction of the Courts of England and Wales.

MiShop.Local Limited is registered in England under Company Number 7199333
with its registered office address at 3a South House, The Bond Estate, Bond Avenue, Milton Keynes Buckinghamshire MK1 1SW England