1. TERMS REGARDING LIABILITY

• Except as expressly stated in the above clauses, Nex Code shall have no liability to the Client for any loss or damage whatsoever arising from or in connection with the provision of the Services or for any claim made against the Client by any third party.
• Without prejudice to the generality of the preceding clause, Nex Code shall have no liability for any losses or damages which may be suffered by the Client whether the same are suffered directly or indirectly or are immediate or consequential which fall into the following categories:
  • Any indirect or consequential loss arising under or in relation to the Contract even though Nex Code was aware of the circumstances in which such loss could arise;
  • Loss of profits; loss of anticipated savings; loss of business opportunity or goodwill;
  • Loss of data
  • Fraudulent clicks on any of the Client's accounts managed by Nex Code.

2. LIMITATIONS APPLICABLE TO LIABILITY

• Nex Code shall not be liable for downtimes, interference in the form of hacking, virus, disruptions, interruptions, faulty third-party software, search engines or websites on which a service is dependent or other deliveries from a third party. The Company shall use its reasonable efforts to assist in remedial efforts if so requested by the Client. Any work connected with remedial efforts as described above shall be charged to the Client separately in accordance with these Terms or (at the Company's discretion) the Company's price list applicable from time to time.
• Nex Code shall not be liable for any changes made without notice by the Client or a third party employed by the Client to domain names, websites, links, technical setup etc. and affecting the Services delivered by the Company. Preceding or subsequent work connected with any adjustments required as a result of such changes shall be charged to the Client in accordance with these Terms or on the basis of the Company's price list applicable from time to time at the Company's discretion.
• Nex Code shall use all reasonable endeavours to deliver Services relating to search engine optimisation, links, advertisements, banners, pay per click and Google analytics in accordance with the guidelines applicable to the relevant search engines. However, the Company shall not be liable for delayed or non-conforming performance due to changes made to standard terms, assessment algorithms, search criteria, viewing policy, prices and campaign offers or other matters beyond the Company's control and reserves the right to make changes to Services as a result of the same. In addition, the Company shall not be liable for other changes or discontinuation of search engines.
• Nex Code shall not be liable for Services relating to search engine optimisation, link building, advertisements, banners or sponsorships leading to a minimum number of views, position or frequency in searches on relevant words or otherwise. In addition, the Company shall not be liable for ensuring that such Services lead to a certain volume of traffic, number of clicks, registrations, purchases or the like.
• Nex Code shall not be responsible for URLs dropped or excluded by a search engine for any reason.
• If the Client does not implement some or all of Nex Code recommendations, the Company shall not bear any liability for any lack of success experienced by the Client relating to the Services.

TERMS ABOUT INTELLECTUAL PROPERTY RIGHTS

• It is the responsibility of the Client to ensure that they have the right to use any Intellectual Property Rights when they provide any text, image or representation ("Materials") to Nex Code for incorporation into the Services and the Client hereby grants or agrees to procure the grant of (as applicable) an irrevocable licence to the Company to use such Materials for the purposes of providing the Services for the duration of the Contract.
• The Client shall be responsible for ensuring that the contents of Materials which the Client has contributed or approved are not in contravention of legislation, decency, marketing rules or any other third-party rights. Nex Code shall be entitled to reject and delete such material without incurring any liability. In addition, the Company shall be entitled to cancel the Order.
• The Client shall indemnify the Company against all damages, losses and expenses suffered or incurred by Nex Code as a result of the Materials which the Client has contributed or approved being in contravention of legislation, decency, marketing rules or any action that any such Materials infringe any Intellectual Property Rights of a third party.
• The parties shall be obliged to notify the other party without undue delay of any claims raised against a party as described above.
• Unless expressly stated otherwise in these Terms or in an Order, the Intellectual Property Rights created, developed, subsisting or used in connection with the Services and whether in existence at the date hereof or created in the future shall vest in and be the property of Nex Code or the relevant third party from whom the Company has acquired a right of use with a view to execute the Order. The Client agrees to execute and deliver such documents and perform such acts as may be necessary from time to time to ensure such Intellectual Property Rights vest in the Company.
• The Intellectual Property Rights as mentioned shall not be used, assigned, distributed, copied, forwarded to online or offline activities by the Client without a separate, express written agreement.
• If Nex Code makes software, scripts, ASP services etc. available to the Client as part of the execution of an Order, the Client shall only acquire a non-exclusive personal non-transferable license to use such material until the Services under this agreement cease.
• The Client hereby irrevocably licenses Nex Code to use and display the Client's name, figure, logo etc. as a reference on the Company's website, other marketing materials or types of media whilst they are a Client of the Company and for 18 months after the Contract terminates. The Client agrees to send Nex Code its most recent logo or figure as and when it is amended from time to time.