This Agreement (the "Agreement") is made on (the "Commencement Date")
BETWEEN:
- These Terms and Conditions apply to the provision of all Services by us, MG worldwide LLP, a company registered in England and Wales under number OC431318, whose registered office address is at Third Floor, 207 Regent Street, London, England, W1B 3HH (“the Agency”); and
- - with identification number residence in (the "Client").
- Definitions and Interpretation:
1.1 In these Terms and Conditions, unless the context otherwise requires, the following expressions have the following meanings:
“Client” means you, the individual, firm or corporate body purchasing the Services. Where an individual is entering into this Contract on behalf of a business, the individual confirms they have the authority to do so and to contractually bind that business and the business shall be the Client in the context of this Contract;
“Contract” means the contract formed as detailed in clause 2, which includes the acceptance of these Terms and Conditions;
“Proposal” means the written Proposal provided by us to you, which unless otherwise stated, remains open for acceptance for a period of 30 days and constitutes our entire scope of works; and
“Services” means the branding, design, web design, social media management and/or any other services provided by us to you.
1.2 Unless the context otherwise requires, each reference in these Terms and Conditions to:
1.2.1 “we”, “us”, “our” is a reference to the Agency and includes our employees and agents;
1.2.2 “you” and “your” is a reference to the Client and includes your employees and agents;
1.2.3 “writing” and “written” includes emails and similar transmissions;
1.2.4 a statute or a provision of a statute is a reference to that statute or provision as amended or re-enacted at the relevant time;
1.2.5 “these Terms and Conditions” is a reference to these Terms and Conditions as may be amended or supplemented at the relevant time;
1.2.6 a clause is a reference to a clause of these Terms and Conditions;
1.2.7 a "Party" or the "Parties" refer to the parties to these Terms and Conditions.
1.3 The headings used in these Terms and Conditions are for convenience only and shall have no effect upon their interpretation. Words imparting the singular number shall include the plural and vice versa. References to persons shall include corporations.
1.4 No terms or conditions stipulated or referred to by you in any form whatsoever shall in any respect vary or add to these Terms and Conditions unless agreed by us in writing.
- The Contract:
2.1 We will provide you with a free orientation call in order to gain a better understand of what you require.
2.2 We will provide you with a written Proposal for our Services. The acceptance of our Proposal, electronically or otherwise, or the placement of an order, creates a legally binding Contract between you and us, and includes the acceptance of these Terms and Conditions, which will apply between us.
2.3 You are responsible for the accuracy of any information you submit to us and for ensuring that our Proposal reflects your requirements. Our Proposal is based on the information provided to us at the time we prepare it. If any errors or discrepancies become evident, we reserve the right to make adjustments to it.
2.4 You agree to provide us with any information, advice and assistance as we may reasonably require within sufficient time to enable us to perform the Services. However, any timescales we provide are a guideline only and are not of the essence of the Contract.
- Retained and Hourly Services
3.1 The Services shall commence on the commencement date outlined in the Proposal. Support will either be on a retained or hourly basis.
3.2 If you have opted for hourly support:
3.2.1 Unless otherwise agreed you shall be liable to pay for the agreed hours in advance of the commencement date
3.2.2 Hours paid for in advance will expire after 12 months
3.3 If you have opted for support on a retained basis:
3.3.1 The commencement date shall be the start of your 12-month term, once the 36-month term has completed it shall renew on a 12-month or 24-months or 36-months rolling basis.
3.3.2 All Services provided under this Contract will be invoiced on a monthly basis in advance throughout the Term of the Contract.
3.3.3 Should the Client fail to use all the hours for which we are contracted on a retained basis, the hours will be lost.
3.3.4 Should the Client need more hours on a retained basis then all additional hours will be charged at our standard hourly rate
3.4 With effect from the commencement date the Company shall, in consideration of the Fees being paid in accordance with the terms of Payment herein, provide the Services to the Client as described within the Company’s written Proposal.
3.5 Notwithstanding clause 3.4 above, we shall have the right to make any changes to the Services which are necessary to comply with any applicable law or safety requirement, to meet the changing needs of the Client or which do not materially affect the nature or quality of the Services, and we shall notify the Client in any such event.
3.6 Our standard office hours are 9am – 6pm Monday – Friday, any works completed outside of this time may occur additional fees.
3.7 Time records shall be maintained by us and our decision shall be final. Our time is calculated in minimum units of 15 minutes for all work done, and shall be rounded up to the nearest 15 minute interval.
- Website Design:
The following clause applies if we are providing website design Services only.
4.1 We will provide you with one design concept in accordance with the brief received from you, which must be signed off before we commence building the site.
4.2 We can provide copy and source images for the website if we have included for this in our Proposal. Otherwise, you will be required to send us all logos, copy and graphics to be included on the website, in the agreed format.
4.3 It is your responsibility to check for mistakes, including spelling and grammar mistakes, at all stages and we accept no responsibility for the same.
4.4 We design our websites using editable platforms. Once the website goes live, we will provide you with a login to access your site. This will enable you to edit the text and images on certain pages. However we do not recommend editing the home or core pages, or updating any plugins or content management systems, unless otherwise agreed, to avoid errors being made.
- Platform
5.1 We will provide a platform which is an interactive dashboard, and project management platform. This will you allow to:
5.1.1 Communicate with the developers and look at the development of our Service
5.1.2 Get feedback and propose different options
5.1.3 Create the right expectations
5.1.4 Upload files
- Your Responsibilities
6.1 You agree, where applicable, to:
6.1.1 provide us with any information, advice and assistance as we may reasonably require within sufficient time to enable us to perform the Services;
6.1.2 provide us with suitable and sufficient material and images to enable us to perform the Services;
6.1.3 ensure that the deadline to submit videos and images is strictly enforced and abided by,
6.1.4 ensure all content uploaded by you or your employees, or provided to us, is suitably backed up and thoroughly proofread for mistakes;
6.1.5 virus-check all data and material supplied to us and ensure it is backed up regularly;
6.1.6 ensure any staff are trained in the proper use and operation of any website provided by us; and any social media accounts you run;
6.1.7 keep secure from third parties any passwords we may issue to you;
6.1.8 nominate a suitably qualified individual to act as your representative to liaise with us regarding the Services. This individual needs to be a decision-maker within the company; and
6.1.9 obtain and maintain all necessary licences, permissions and consents, for any images, video or audio in connection with the Services.
6.2 If you fail to meet any of the provisions of this clause 7, without limiting our other rights or remedies, we shall:
6.2.1 have the right to suspend performance of the Services until you remedy the default;
6.2.2 not be held liable for any costs or losses sustained or incurred by you arising directly or indirectly from our failure or delay in performing any of our obligations as a result; and
6.2.3 be entitled to claim for any costs or losses sustained or incurred by us arising directly or indirectly from your default.
6.2.4 provide us with suitable ans sufficent material and images in the first 30 days. If the client fail to provide the sufficient material to perform the services by our team, we'll be fee of 100 euros for each month delayed.
- Fees
7.1 You agree to pay the fees in accordance with these terms for payment.
7.2 Our project services shall require payment for the works up front before any works shall begin, unless otherwise agreed.
7.3 All retained Services provided under this Contract will be payable invoiced at the end of the month for the hours contracted in that month, throughout the term of the Contract.
7.4 All invoices are payable in full, without set off, withholding or deduction, within 7 days from the date of invoice. All fees are exclusive of VAT, unless otherwise specified.
7.5 You also agree to pay for any additional services requested by you and provided by us that are not specified in the Contract. These additional Services will be charged in accordance with our current, applicable hourly rate in effect at the time of the performance or such other rate as may be agreed.
7.6 We also reserve the right to charge you for our reasonable travelling time and travel expenses and for any materials, goods and services supplied by us in connection with the Services.
7.7 The time of payment is of the essence of the Contract. If you fail to make any payment to us by the due date then, without prejudice to any other right or remedy available to us, we will have the right to suspend the Services and charge you interest on a daily basis at the rate of 8% per annum above the Bank of England base rate from time to time in force, both before and after judgment, in accordance with the Late Payment of Commercial Debts (Interest) Act 1998.
- Variation and Amendments
8.1 If you wish to vary the Services to be provided, please notify us as soon as possible. We will endeavour to make any required changes and any additional costs incurred by us as a result will be invoiced to you 7 days in advance.
8.2 If, due to circumstances beyond our control, we have to make any change in the arrangements relating to the provision of the Services, we will notify you immediately. We will endeavour to keep such changes to a minimum and will seek to offer you arrangements as close to the original as is reasonably possible in the circumstances.
8.3 Any agreed variation or amendment will be carried out in accordance with these Terms and Conditions and any price increase required as a result of an agreed variation or amendment will be payable in accordance with the terms for payment above in clause 8.1.
- Cancellation and Termination
9.1 All hourly project services cannot be terminated.
9.2 The Contract cannot be terminated during any minimum term specified in the Proposal, except in accordance with clause 10.3.
9.3 After the expiry of any minimum term, either Party has the right to terminate the Services by giving 1 months’ written notice to the other, whereby there will be no continuing liability by either Party. The fees will continue to be due and payable, and we will continue to provide the Services, throughout any period of notice.
9.4 Either Party has the right to terminate the Services immediately if the other Party:
9.4.1 has committed a material breach of this Contract unless such breach is capable of remedy, in which case the right to terminate immediately will be exercisable if the other Party has failed to remedy the breach within 14 days after a written notice to do so; or
9.4.2 goes into bankruptcy or liquidation either voluntary or compulsory (save for the purposes of bona fide corporate reconstruction or amalgamation) or if a receiver is appointed in respect of the whole or any part of its assets.
9.5 In the event of termination for your default, all payments required under this Contract shall become due and immediately payable.
9.6 Any and all obligations of the Parties which either expressly or by their nature continue beyond the termination, cancellation or expiration of this Contract shall survive termination under this clause 10 on a pro-rata basis.
- Confidentiality:
Each Party undertakes that throughout the duration of the Contract, the Parties may disclose certain confidential information to each other. Both Parties agree that they will not use the confidential information provided by the other, other than to perform their obligations under this Contract. Each Party will maintain the confidential information’s confidentiality and will not disseminate it to any third party, unless authorised by the other Party in writing.
- Format
11.1 Any designs or other works created by us will be kept on file for a period of 3 months from completion of the Services, unless otherwise agreed in writing. After this time, they may be securely and irretrievably deleted from our system. Any copies required within this timeframe will be provided only at our discretion and may be chargeable. If you require additional copies after the data has been deleted, you will need to recommence the Proposal process with us.
11.2 We include for any documentation or other media to be submitted in our normal standard format only. If additional copies or specific requirements are needed, we reserve the right to apply additional charges.
11.3 We provide our designs in the format as may be agreed. The original source files for any designs we create remain our property at all times. If you wish to obtain these, you must notify us at the time of our Proposal and if we agree to do so, we will provide a price.
11.4 We will retain title to the documentation and no documentation shall be handed over until all payments as detailed above have been paid in full.
- Literature and Representations:
Any marketing literature is presented in good faith as a guide to represent the services offered and does not form a part of the Contract. None of our employees or agents are authorised to make any representation concerning the Services unless confirmed by us in writing. In entering into the Contract, you acknowledge that you do not rely on and waive any claim for breach of any such representations, which are not so confirmed.
- Intellectual Property
13.1 Subject to a written agreement to the contrary, we retain ownership in all intellectual property which may subsist in the provision of the Services. Nothing in the Contract will vest any ownership rights in you unless otherwise agreed.
13.2 Provided payment is made in accordance with the terms of payment above, we will grant you a non-exclusive license to use the intellectual property the subject of the Contract, only for the purposes for which we are engaged by you. The licence will become effective only once the final design has been provided and once we have received all payments under the Contract in full.
13.3 You may not sub-licence the intellectual property rights without our prior written permission.
13.4 We reserve the right to take such actions as may be appropriate to restrain or prevent infringement of such intellectual property rights.
13.5 The licence will apply only to the final design and will not extend to any draft concepts, images, designs or other material viewed by you. These cannot be used without our express permission. We reserve the right to reuse these designs at our discretion.
13.6 We reserve the right to use any design created by us in any advertising or promotional material, publications, print, or any other purpose required by us.
13.7 Any licence granted shall be automatically revoked if you breach any of these Terms and Conditions or if the Contract is cancelled or terminated in accordance with clause 10.
13.8 You warrant that any image, logo, document or instruction given to us will not cause us to infringe any advertising codes of conduct or any intellectual property or other legal rights, including any letter patent, registered design or trade mark, in the execution of our Services. You will indemnify us against all loss, damages, costs and expenses awarded against or incurred by us in settlement of any claim for any such infringement, including infringement of stock photography copyright, which results from our use of any information supplied by you.
- Data Protection
14.1 Both parties agree to comply with all applicable data protection legislation including, but not limited to, the General Data Protection Regulation 2016 and any subsequent amendments thereto.
14.2 If you are providing us with the personal data of any other person (if for example, we are running marketing campaigns on your behalf), it is your responsibility to obtain the consent of those persons to pass their data to us, as a third party. We will only process, store and hold such data to perform our obligations under the Contract and will not use it for any other purpose.
14.3 For further Privacy Policy
- No employment:
Nothing in the Contract will render or be deemed to render us an employee or agent of yours or you an employee or agent of ours.
- Insurance
We include for Public Liability Insurance and Professional Indemnity Insurance. Details are available on request.
- Assignment and Sub-Contracting
17.1 You are not entitled to assign the benefits under the Contract.
17.2 We may sub-contract the performance of any of our obligations under the Contract without your prior written consent. Where we are sub-contracting the performance of any of our obligations under the Contract to any person, we shall be responsible for every act or omission of the sub-contractor as if it were an act or omission of our own.
- Liability and Indemnity
18.1 Except in respect of death or personal injury caused by our negligence, we will not by reason of any representation, implied warranty, condition or other term, or any duty at common law or under the express terms contained herein, be liable for any loss of profit or any indirect, special or consequential loss, damage, costs, expenses or other claims (whether caused by our servants or agents or otherwise) in connection with the performance of our obligations under the Contract.
18.2 All warranties or conditions whether express or implied by law are expressly excluded to the full extent permitted by law.
18.3 In the event of a breach by us of our express obligations under these Terms and Conditions, your remedies will be limited to damages, which in any event, shall not exceed the fees and expenses paid by you for the Services.
18.4 We may provide professional advice and recommendations in relation to the Services but we cannot accept responsibility for any actions taken as a result of such advice or recommendations, nor can we guarantee the success or outcomes of any marketing campaign or any of the other Services provided. Further, we shall not be liable for any consequences should any professional advice not be taken. We may provide introductions or referrals to other companies, however, under no circumstances shall we be liable for the actions or lack of actions of said other companies.
- Restrictive Covenants:
Neither we nor the Client will, during the term of the Contract and for a period of 12 months after its expiry or termination, without the other’s prior written consent, appoint in any way or cause to be employed, engaged or appointed an employee, agent, director, consultant or independent contractor of the other.
- Force Majeure:
Neither Party shall be liable for any failure or delay in performing their obligations under the Contract where such failure or delay results from any cause that is beyond the reasonable control of that Party. Such causes include, but are not limited to: power failure, Internet service provider failure, industrial action, civil unrest, fire, flood, storms, earthquakes, acts of terrorism, acts of war, governmental action or any other event beyond the control of the Party in question.
- Waiver:
No failure or delay by either Party in exercising any of its rights under the Contract shall be deemed to be a waiver of that right, and no waiver by either Party of a breach of any provision of the Contract shall be deemed to be a waiver of any subsequent breach of the same or any other provision.
- Severance:
The Parties agree that, in the event that one or more of the provisions of these Terms and Conditions are found to be unlawful, invalid or otherwise unenforceable, that / those provisions shall be deemed severed from the remainder of these Terms and Conditions (and the Contract, as appropriate). The remainder of these Terms and Conditions shall be valid and enforceable.
- Third Party Rights:
No part of the Contract is intended to confer rights on any third parties and accordingly the Contracts (Rights of Third Parties) Act 1999 shall not apply to the Contract.
- Notices:
Notices will be deemed to have been duly received and properly served 24 hours after an email is sent or three working days after the date of posting of any letter. In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that it was properly addressed to the address provided, stamped and placed in the post and in the case of an email, that it was sent to the specified email address of the addressee.
- Law and Jurisdiction
25.1 These Terms and Conditions and the relationship between you and us (whether contractual or otherwise) will be governed by, and construed in accordance with, the laws of England and Wales.
25.2 Any dispute, controversy, proceedings or claim between you and us relating to the Contract or these Terms and Conditions (whether contractual or otherwise) will be subject to the jurisdiction of the courts of England and Wales.
IN WITNESS WHEREOF the Parties have signed this Agreement on the dates below to be effective as of the Commencement Date.
Schedule 1
-
Services
The service provider must provide the following services to the customer:
- The Client pays a fee of 997 euro to access to creation of 1 landing page with copywriting for the website https://mlm22.com
*It doesn't include annual supporto and hosting provider, the landing page will be created on the client website which need to make sure we'll have all the access to the hosting server.
2. Fee Details
The total fee payable by the Client to the Service Provider for the provision of the Services shall be 997 euro.
The Client hereby expressly authorizes the Service Provider to charge its account with a credit card, PayPal or bank (as the case may be) with such amount and on such date that is set out below:
- Payment of the total amount of 997 euros is to be paid.
-
The payments are NOT REFUNDABLE in any circumstances.
The Service Provider is hereby authorized by the Client to charge the Client’s credit card, PayPal or bank account (as the case may be) in accordance with the above timelines.
If the Client fails to make timely payments or the Service Provider does not receive the Fee in a timely manner, the terms of clause 8 of this Agreement shall apply.
(1) SIGNED for and on behalf of the Client
(2) SIGNED for and on behalf of the Service Provider
|
SIGNED for and on behalf of the Client:
|
SIGNED for and on behalf of the Service Provider:
|
|
|
|
|
|
|
