These terms of service are deemed to form part of any agreement of service between the Agency and the Client.
It is agreed by and between the Client and the Agency as follows:
It is not necessary for any Client to have signed an acceptance of these terms and conditions for them to apply. If a Client accepts a quote then the Client will be deemed to have satisfied themselves as to the terms applying and have accepted these terms and conditions in full.
Please read these terms and conditions carefully. Any purchase or use of our services implies that you have read and accepted our terms and conditions.
The Client hereby appoints the Agency to handle all advertising, communication and related work on social media required for its brand.
The Agency shall provide to the Client services which shall include the following:
COMMENCEMENT AND DURATION
This agreement is deemed to commence from the date of the first invoice for service and shall remain in force for 1 calendar month. The agreement will be renewed thereafter every month, unless cancelled by either party in advance.
The Agency shall maintain absolute confidentiality with respect to any confidential information received from the Client. The Agency shall not disclose any such information without obtaining Client’s specific prior consent, otherwise than in compliance with statutory requirements.
The Client and the Agency shall comply with all statutory regulations. This agreement will be subject to the laws of the United Kingdom, specifically the laws of England and Wales.
AGENCY FEES AND REMUNERATION
The Client agrees to pay the Agency a retainer fee monthly as per the detail in Appendix A. This amount will be payable at the beginning of the month of service, upon receipt of invoice from the Agency in advance. All out-of-pocket expenses such as outstation travel, stay, etc incurred by the Agency, as part of this assignment, would be borne by the Client. Such out of pocket expenses will be incurred by the Agency only after specific approval from the Client. Similarly charges for any other services including video creation, application development, media buy, purchase of licensed images and content, etc. if applicable, will be charged extra.
All statutory taxes shall be borne and paid by the Client to the Agency.
The Client agrees to pay Retainer Fees against Invoices at the beginning of the month for that particular month. All other Invoices raised on the Client will become payable within 14 days from the date of all such Invoices.
The Client shall indemnify and keep the Agency indemnified against all losses, expenses or damages that may be suffered by the Agency due to any default or breach of terms by the Client under this Agreement.
Both the Client and the Agency hereby covenant that during the term of this agreement and for a period of one year following its termination or expiration, it shall not, without the previous written consent of other party, employ or contract the services of any person who was employed by the party at any time during a period of 12 months preceding the date on which the offer for employment is made to the party.
Neither the Client, nor the Agency, shall be liable for any default, delay or lapse occurring due to events beyond their control including riot, strike, theft, war, or acts of God and/or nature.
The Client and the Agency shall evaluate progress under this agreement at the beginning of every quarter and take corrective action as may be required.
MODIFICATION IN TERMS
Any changes in the terms and conditions contained herein shall have effect only prospectively, and shall be valid only if recorded in writing and signed by both parties (if hard-copy) or mutually agreed by return (if by email) by the authorized officials of the Client and the Agency.
The failure of either party at any time to enforce any provision of this Agreement, shall in no way affect its right thereafter to require complete performance by the other party. Further, waiver of any breach of any provision shall not be held to be a waiver for any subsequent breaches. Any waiver shall be valid only if it is recorded in writing and signed by the authorized officials of the Client and the Agency.
Either party may terminate this agreement by giving 1 months written notice to the other, without assigning any reason whatsoever. The obligations of the parties shall continue during the notice period.
Example: If you’re invoice date is 1st day of the month, and you cancel on 5th day of the January, your service would renew on 1st February and end on 28th February. Your last invoice would be the 1st February.
Any dispute, difference or question arising out of this agreement shall be settled amicably between the parties, failing which the same shall be referred to arbitration under the laws of England and Wales. The place of Arbitration will be Manchester, England.
Any or all notice to be given by the parties hereto to each other under this agreement shall be in writing and shall be transmitted by email or by registered post or by courier service as elected by the party giving such notice, at the addresses as mentioned below:
Or by email to…
In the event notice is served by email by either party, it shall only be effective once the other party has returned by email to confirm receipt. Both Client and Agency confirm that receipt on notices issues by email will be confirmed to the other party within 2 business days.
If a Clause of this Agreement is determined by any court or other competent authority to be unlawful and/or unenforceable, the other Clauses of this Agreement will continue in effect. If any unlawful and/or unenforceable Clause would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the Clause will continue in effect (unless that would contradict the clear intention of the parties, in which case the entirety of the relevant Clause will be deemed to be deleted).
This document was last updated 6th January 2019. Next review is scheduled for 6th January 2020. This document shall remain in effect if not reviewed even if the scheduled review date has passed.