1

PROVISION OF THE SERVICE

1.1

To optimise your Pay Per Click campaigns with a view to increasing the amount of profitable clicks you receive.

1.2

You will be able to contact your account manager who will be available during normal office hours. Outside this time, an online emergency contact form available through Client Login at www.goldstarsearch.co.uk will route to the appropriate support personnel.

2

TERM AND TERMINATION

2.1

Following the free review of your account we will contact you so you can decide if you want to go ahead using our services. If you decide not to go ahead there will be no charge whatsoever to your account.

2.2

Cancellation at any other time by either party is subject to a notice period of one calendar month. If you wish to cancel your service please email cancellation@goldstarsearch.co.uk You will be invoiced for one further month from the date we receive your cancellation email. If you disable our access to your ad-words account during the months notice period you will be invoiced according to you spend one month prior to you disabling our access.

2.3

Gold Star Search reserves the right to revise the terms and conditions of this agreement with one months notice.

3

CHARGES & BILLING

3.1

Gold Star Search agrees that we will not modify your daily PPC budget without your approval.

3.2

The normal cost of our management services for up to 50,000 keywords will be the equivalent of 10% of your PPC expenditure for the previous period (usually a calendar month), subject to a minimum fee of £200 and a maximum of £2000 (exclusive of vat).

3.3

All charges will be made to your nominated Credit Card. The first charge will be made at the end of the first calendar month.

3.4

Invoices are sent out at the beginning of each month for Pay Per Click services that we have performed in the previous month. Your nominated card will be debited two workings days after this.

3.5

If you wish to change the credit card from which we take payment please email accounts@goldstarsearch.co.uk. For security purposes please do not include the new card details in the e-mail – Gold Star Search will arrange to receive your new card details by phone, fax, or secure online form. This is also the case if your credit is about to or has expired.

4

SECURITY

4.1

The Client must immediately inform Gold Star Search if there is any reason to believe that a user ID or password has been or is likely to be compromised or used in an unauthorised way.

4.2

Gold Star Search reserves the right to suspend access to the Service if at any time Gold Star Search considers that there is or is likely to be a breach of security.

5

CONFIDENTIALITY

5.1

We agree not to disclose or otherwise make available to anyone confidential information relating to your advertising campaigns.

6

LIMITATION OF LIABILITY

6.1

In no event will Gold Star Search be liable to the Client for any indirect, incidental or consequential loss or damages arising under this Contract.

6.2

The Client agrees to indemnify and keep Gold Star Search indemnified from any claim brought by a third party resulting from Gold Star Search’s provision of the service including but not limited to infringement of any intellectual property right of any kind, legislation or regulation or any breach by the Client of any of its obligations under these Conditions.

6.3

The service is scheduled to be available 24 hours per day, 7 days a week but Gold Star Search accepts no liability for failure to maintain this level of availability. Emergency maintenance, updates and any other procedures will be scheduled on a case-by-case basis. In the event of unforeseen disruptions to the Service, Gold Star Search will use reasonable efforts to restore Service within 24 hours but does not guarantee it will always be able to do so or accept any liability for failure to do so.

6.4

Gold Star Search backs up all databases on a nightly basis and will use reasonable efforts to restore any data lost or corrupted due to server failure within 24 hours, but Gold Star Search does not guarantee the restoration of data or accept any liability for the failure to restore lost or corrupted data.

7

MATTERS BEYOND EITHER PARTIES' REASONABLE CONTROL

7.1

If either party is unable to perform any obligation under this Contract because of a matter beyond that party's reasonable control that party will have no liability for failure to supply the Service. If any of these events continue for more than 2 weeks either party may serve notice on the other terminating this Contract.

8

ASSIGNMENT

8.1

The Client will not assign, resell, sublease or in any other way transfer the Service (or any element thereof), or any of its rights or obligations under the terms of this Contract without the prior written consent of Gold Star Search. Contravention of this restriction in any way, whether successful or not will entitle Gold Star Search to terminate the Service and/or the Contract immediately. Gold Star Search may assign or transfer its rights or obligations under this contract by written notice to the Client.

9

DATA PROTECTION

9.1

Gold Star Search are committed to protecting your privacy. We are registered with the Data Protection Agency (Reg No. Z1164100) and we adhere to the policies and regulations set out under the Data Protection Act.

10

LAW

10.1

This Contract is governed by and shall be construed in accordance with the laws of England and the parties submit to the exclusive jurisdiction of the English courts.