1. Our Obligations

1. We will provide the Services with reasonable skill and care and to a quality conforming to generally accepted industry standards and practices the United Kingdom.

2. The Services will commence on the day specified in the LOE for the Duration (as defined in the LOE). Time shall not be of the essence in the performance of the Services unless otherwise stated in the LOE under “Deadline”.

3. We will act on your reasonable instructions within the Scope of Services (as defined in the LOE).

4. We will use our reasonable efforts to accommodate any reasonable changes to the Services and Scope of Services as may be requested by you in writing so long as you agree, in advance of any extra work beginning:
   4.1 to any reasonable and additional Fees (as defined in the LOE) that we may charge as a result of such changes; 
   4.2 that, if we consider such changes material enough to impact any deadline or timeline for Services previously agreed to, the deadlines or timelines may need to be revisited, adjusted and agreed to by both parties; or
   4.3 if we consider your requested changes material enough to alter the Scope of Services (as set out in the LOE) in a way that cannot be covered by Clause 1.4.1 above, we reserve the right to suspend and/or terminate Services until a new Agreement is reached between the parties.

5. We will keep you informed if we cannot meet expected deadlines for any other reason.

 

2. Your Obligations

2.1 In order to allow us to complete the Services to the best of our ability, we require you to give us any Required Information and Required Materials.

2.2 You will be responsible for providing the information in Clause 2.1 upon request within 48 hours of being requested and we will not be liable nor responsible for any delays in providing or delivering the Services if you have not done so.

2.3 Every effort will be made to ensure that any work we provide is free of spelling mistakes and other literals. However, you are fully responsible for checking and signing off on any final work delivered to you and therefore, we shall not be responsible for nor liable for any errors that may appear in any final published form nor for any damages or losses arising therefrom or from losses arising from any advice on communication strategy or ‘tone of voice’ guidance.

2.4 If during the course of us providing the Services, you are delayed in providing us with feedback by more than 5 Business Days, thus not allowing us to move on with the project or work as set out in the LOE, you agree that this may cause consequential delays in delivering the remaining Services to you. This may also result in additional Fees being charged if we have to spend time getting reacquainted with the Services due to the amount of time lapsed in us receiving your feedback.

2.5 Your approval for any final work submitted will be deemed given as soon as we have sent you the final work unless we hear back from you within 14 calendar days.

 

 

3. Fees and Payment

3.1 All Fees payable under the Agreement will be made in British Pounds and via bank transfer.

3.2. Any Fees which remain unpaid shall incur interest on a daily basis at 8% above the base rate of the Bank of England until payment of any outstanding amounts is received by us in full.

3.3 Instead of terminating the Agreement, we reserve the right to suspend Services until payment of any unpaid invoices has been made by you.

3.4. If you fail to pay invoices on time on more than 2 occasions within a 6-month period, we may choose to amend the Fee Payment Terms in the LOE without your agreement.

3.5 If a project lapses or you decide to abandon work that we have been providing Services on, and you have not taken any steps to terminate the Agreement or responded to us in writing within 10 Business Days of our last written communication with you on the project which gives us comfort that the project or work is still moving ahead, you will remain liable for paying the full Fees irrespective of whether we have completed all Services or not. 

3.6 Subject to Clause 3.5, if the Services are terminated under the Agreement, you agree that you will still be liable to pay us for work that has been done prior to the time and date when the termination of the Agreement becomes effective.

3.7 You do not have the right to withhold, reduce or set off Fees owing to us for any reason including due to any dispute under the Agreement. Fees will continue to be payable as per this Clause 3 at all times. 

 

4. Intellectual Property Rights

4.1 All Intellectual Property Rights that already exists in the Required Information and Required Materials you gave to us will, of course, remain your property or that of your licensors. However, in order for us to deliver the Services, you agree to grant us a limited, non-exclusive, non-transferable, revocable, worldwide licence to use such Required Information and Required Materials for that purpose.

4.2 All Intellectual Property Rights already existing in work we have produced for you shall be transferred to you only once we have received upon full and final payment of all Fees owing to us. However, in order to allow us to use such work for marketing and promotional purposes to prospective clients as demonstration of our portfolio and skills, you agree to grant us a limited, non-exclusive, revocable, worldwide licence for this purpose so long as it does not breach our obligations under Clause 5.

4.3 All Intellectual Property Rights existing in any Company Reserved Content shall belong to us or our licensors.

4.4 We represent, warrant and agree that any work we produce as part of the Services for you will be original to us and will not infringe any other third party’s Intellectual Property Rights.

4.5 Similarly, you represent, warrant and agree that, if it is not original to you, you have received all necessary consents and permissions for the Required Materials you pass on to us for the purposes of the Services.

4.6 You shall indemnify us against all claims, costs, expenses which we may incur and which arise directly or indirectly, from your breach of any obligations under the Agreement including any claims brought against us alleging any Services provided by us that infringe any Intellectual Property Rights or otherwise of any third party.

 

5. Confidentiality

5.1 Both parties agree that, for a period of 2 years after termination of this Agreement, they will:

(a) keep confidential all Confidential Information;

(b) not disclose any Confidential Information other than as allowed under the Agreement;

(c ) not use any Confidential Information in any way other than for the purposes allowed under the Agreement;

5.2 A party may disclose Confidential Information in the following situations:

(a) to any substitute, employee, sub-contractor who needs to know it in order to deliver the Services so long as any such person is asked to sign and be bound by confidentiality obligations similar to those set out in this Clause 5;

(b) to any government or other regulatory authority;

(c ) the Confidential Information is already in the public domain or given to you or us by a third party on a non-confidential basis.

5.3 Upon termination of this Agreement or breach of this Clause 5, Clause 9.3.2 shall immediately apply.

 

6. Other Warranties

6.1 Both you and we represent to each other that we have the power to agree to these Terms and Conditions and enter into the Agreement in order to abide by our respective obligations thereunder.

6.2 We do not represent, warrant or guarantee that any written content or other work produced by us will improve your business performance, website performance, SEO, lead generation, conversion, sales or otherwise.

6.3 You represent and warrant to us that if you are a start-up business your annual gross revenue is between £3,000,000 and £10,000,000 and if you are a business your annual gross revenue in the past two years has between £5,000,000 and £50,000,000.

 

7. Our Company Status

7.1 We shall at all times have the status of an independent contractor and shall be responsible for all income tax and national insurance contributions or similar taxes in respect of any Fees paid to us for the Services provided to you.

7.2 We will be responsible for all expenses and VAT unless otherwise agreed with you in the LOE.

7.3 Nothing in the Agreement shall create any partnership, joint venture, or agency or employment relationship between you and us - other than the contractual relationship provided by in these Terms and Conditions and the Agreement.

7.4 The engagement of our Services does not create a continuing relationship between us. We can work with other clients just as you can engage other companies or consultants for similar work.

7.5 We will, at all times, be responsible for directing where, when, how and in what order the Services will be delivered, taking into account your requirements.

7.6. Any director or employee or other sub-contractor involved in delivering the Services shall always be under our sole supervision, direction and control. You will not supervise, direct or control us, our directors, employees or sub-contractors and nor shall you have the right to do so.

7.7 We have the right to substitute any Primary Person (as defined in the LOE) or other employee or sub-contractor provided that they have the required skills and expertise to perform the Services. We will, of course, use all reasonable efforts to avoid doing this and to consult with you before we do. However, any substitution will not be subject to your approval though you may verify the skill and experience of any proposed substitute.

7.8 We will remain responsible for the quality of Services and rectification of any unsatisfactory work at our expense, whether this is carried out by us or any substitute.

7.9 Whenever possible, we will use our own equipment, materials and resources to carry out the Services.

7.10 No mutual obligations shall be created by either party to offer or accept any further work from each other and therefore, no continuing relationship will be created or implied.

 

8. Limitation of Liability

8.1 Subject to Clause 8.1, we will not be liable to you for any loss of profit, indirect, special or consequential loss or damages including that set out in Clause 2.3.

8.2 Nothing in the Agreement or these Terms and Conditions will exclude or limit our liability for death or personal injury resulting from our negligence, fraud or fraudulent misrepresentation, any breach of Clause 5 (Confidentiality), indemnities or other form of liability that cannot be excluded or limited by law.

8.3 Subject to Clauses 8.1 and 8.2, our total liability to you in respect of any claims arising out of, or in connection, with the Agreement and these Terms and Conditions, whether in contract, tort (including negligence), breach of statutory duty or otherwise, shall be limited to the total Fees paid or payable (pro-rated if appropriate) by you to us for work actually completed in the 3 months prior to the date on which the claim was first notified to us in writing. 

 

9. Term and Termination

9.1 Either party may terminate the Agreement by giving the other party at least 14 Business Days’ written notice.

9.2 Without affecting any other right or remedy available to either party, either party may terminate the Agreement immediately in writing if:

9.2.1 any Fees or sum are owing to a party and remain unpaid for 5 Business Days from the invoice date provided that we reserve the right, in our sole discretion, to suspend our Services in lieu of terminating.

9.2.2 the other party breaches any provision of the Agreement and fails to remedy such breach within 30 calendar days after being given written notice of the breach and requiring it to be remedied.

9.2.3 either party ceases trading, goes into receivership, voluntary administration, bankruptcy, liquidation, has a secured creditor take possession of its assets or anything similar to any of the aforementioned.

9.3. Upon termination or end of the Agreement for any reason:

9.3.1 any sum owing by you to us under the Agreement shall become immediately payable including any amounts earned for work done prior to any termination but not yet payable;

9.3.2 Any Required Information, Required Materials or Confidential Information shall be promptly returned to the other party or destroyed with a certificate of such destruction issued to the other party.

9.3.3 termination will not affect any other right or remedy available to the party choosing to terminate the Agreement.

 

10. Force Majeure

We shall not be liable for any failure or delay in performing our obligations where such failure has arisen from an event beyond our control. Such events include but are not limited to: power failure, internet service provider failure, industrial action, civil unrest, fire, flood, storms, earthquakes, acts of terrorism, epidemics, pandemics, acts of war, governmental action or any other event that is beyond our control.

 

11. Data Protection

11.1 All personal information that we may use will be collected, processed and held in accordance with the Data Protection Legislation. 

11.2 For complete details of how we manage, keep and process personal data, please refer to our privacy and cookies policy.

11.3 All personal data to be processed by us on your behalf shall be processed in accordance with the Data Protection Legislation and the terms of the Data Processing Schedule if stated as being applicable in the LOE.

 

12. Other Important Terms

1. Neither party gives up its rights if it fails or delays in exercising any of its rights under the Agreement , and similarly no waiver by either party of a breach of any provision of the Agreement shall be deemed to mean it will allow any subsequent breach of the same or any other provision to be waived.

2. If any of the provisions of the Agreement are found to be unlawful, invalid or otherwise unenforceable by any court or other authority, that / those provision(s) shall be deemed severed from the remainder of the Agreement. The remainder of the Agreement shall be valid and enforceable.

3. No one other than a party, their transferees, successors or assignees, shall have any right to enforce any of its terms and accordingly the Contracts (Rights of Third Parties) Act 1999 shall not apply to the Agreement or these Terms and Conditions.

4. Each party acknowledges that, in entering into this Agreement, it does not rely on any representation, warranty or other provision except as expressly provided in these Terms and Conditions, and all conditions, warranties or other terms implied by statute or common law are excluded to the fullest extent permitted by law.

5. All notices sent under the Agreement to the other party shall be in writing and sent via email. All such notices will be deemed delivered immediately so long as there is no bounce back reply sent to the sender.

6. The parties agree that any dispute arising between them shall first be attempted to be resolved between the parties. The disputing party will inform the other party in writing within 14 calendar days of the dispute arising and the parties will work together to resolve the dispute before referring it to an arbitrator. The parties will agree on the arbitrator of their choice, failing which one will be appointed by the Law Society. Any decision of the arbitrator will be final and binding on the parties.

7. The Agreement shall be governed by and construed in accordance with the laws of England and Wales. Any dispute, proceedings or claim between the parties relating to the Agreement shall be subject to the exclusive jurisdiction of the courts of England and Wales.