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RELOAD MARKETING SERVICES LTD – TERMS AND CONDITIONS

 

This agreement is live to users of this website.

PARTIES

  • Reload Marketing Services Ltd is incorporated and registered with company number whose office is at 4 Chatsworth Drive, Nuneaton, Warwickshire, England, CV11 6SB (Supplier)

 

BACKGROUND

The parties have agreed that the Supplier shall provide the Client with marketing services and consultancy services on the terms and conditions set out in this agreement.

 

AGREED TERMS

  1. INTERPRETATION
    • The definitions and rules of interpretation in this clause apply in this agreement.

Authorised representative: an employee of the Client with the necessary authority to legally bind the Client.

Commencement date:

Confidential Information: all information, whether technical or commercial, where the information is identified as confidential at the time of disclosure or ought reasonably to be considered given the nature of the information or circumstances of disclosure.

Contents: the content provided to the Supplier by the Client from time to time for use in the provision of Services.

Fees: the fees in respect of the Services set out in the Schedule, together with any fees arising from a Change agreed under Clause 12.

Force Majure Event: any event arising which is beyond the reasonable control of the affected party (including any industrial dispute affecting third party, government regulations, fire, flood, disaster, civil riot or war).

Hourly Rate: The rate detailed in the Schedule, subject to change on the Supplier providing not less than one month’s written notice.

Initial Term: The time period beginning on the Commencement Date and running in accordance with the Schedule.

Intellectual Property Rights: Patents, rights to inventions, copyright and neighbouring related rights, trade marks, business names and domain names, goodwill and the right to sue for passing off or unfair competition, rights in design, database rights and the protection of confidential information and other intellectual property rights.

Schedule: the schedule is attached in this agreement.

Services: the marketing services to be provided in this agreement.

 

  1. SCOPE
    • The return of this agreement to the Supplier duly executed shall constitute an offer by the Client to purchase Services in accordance with the terms and conditions set out herein.
    • The Supplier shall be deemed to have accepted this offer only once such acceptance is confirmed to the Client in writing by the Supplier.
    • The Supplier shall provide the Services as set out in the Schedule substantially in accordance to the terms herein.
    • The Supplier’s obligations under clause 2.3 shall not apply to the extent that any failure on the part of the Supplier is caused by any actions of the Client or any Third Party Products.

 

  1. CLIENT RESPONSIBILITIES
    • The Client acknowledges that the Supplier’s ability to provide the Services is dependent upon the full and timely cooperation of the Client, as well as accuracy and completeness of any information and data the Client provides to the Supplier.
  1. THIRD PARTY PRODUCTS

The Third Party Products shall be supplied in accordance with the relevant licensor’s standard terms.

 

 

  1. FEES AND PAYMENTS
    • The Fees shall be calculated in accordance with the Hourly Rate and are exclusive of VAT. The Client will pay the fees in accordance with the Schedule.
    • If the Client fails to pay any amount payable under this agreement, the Supplied shall be entitled, but not obliged, to charge the Client interest on the overdue amount. Such interest will be payable by the Client forthwith on demand, from the due date up to the date of actual payment, at a rate of 8% per annum above the base rate of Lloyds Bank plc. Such interest will accrue daily. The Supplier reserves the right to claim interest under the Late Payment of Commercial Debts (Interest) Act 1998.
    • Without prejudice to any other right under this agreement, the Supplier may suspend the Services where any payment due from the Client remains outstanding after the payment date detailed on an invoice issued by the Supplier in relation to the Fees.
  1. WARRANTIES
    • Each of the parties warrants to the other that it has full power and authority to enter into and perform this agreement.
  1. LIMITATION OF REMEDIES AND LIABILITY
    • Nothing in this agreement shall operate to exclude or limit the Supplier’s liability for breaches in law.
    • The Supplier shall not be liable to the Client for any damage to software, damage to or loss of data, loss of profit, anticipated profit, revenues, anticipated savings, goodwill or business opportunity, or for any indirect or consequential loss or damage.
    • Subject to Clause 7.1, the Supplier’s aggregate liability in respect of claims based on events in any calendar year arising out of or in connection with this agreement or any collateral contract, whether in contract or tort, or otherwise, shall in no circumstances exceed the total Fees payable by the Client to the Supplier under this agreement in that calendar year.
    • The limitation of liability within this clause 7 shall not be affected by the expiry or termination of this agreement.

 

  1. INTELLECTUAL PROPERTY RIGHTS
    • All Intellectual Property Rights arising through the performance of Services shall be property of the Supplier, and the Supplier hereby grants the Client a non-exclusive license of such Intellectual Property Rights for the purpose of making use of the Services.
    • The Client shall indemnify the Supplier against all damages, losses and expenses arising as a result of any action or claim that the Contents infringe the Intellectual Property Rights of a third party.
  2. CONTENTS
    • The Client shall ensure that the Contents do not infringe any applicable laws, regulations or third party rights (including material which is obscene, indecent, pornographic, offensive, defamatory, threatening or in breach of any third party Intellectual Property Rights) (Inappropriate Content)

 

 

  1. DATA PROTECTION
    • The Supplier warrants that, to the extent, it processes any Personal Data on behalf of the Client:
      • It shall act only on instructions from the Client; and
      • It has in place appropriate technical and organisational security measures against unauthorised or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data.

 

 

  1. TERM AND TERMINATION
    • This agreement will commence on the Commencement Date and shall terminate only upon either party terminating the agreement.
    • Without affecting any other right or remedy available to it, either party may terminate this agreement with immediate effect by giving written notice to the other party if:
      • The other party fails to pay any amount due under this agreement on the due date for payment and remains in default not less than 7 days after being notified in writing to make such payment.
      • The other party commits a material breach of any terms of this agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 14 days after being notified in writing to do so;
      • The other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts according to the Insolvency Act 1986;
      • A petition is filed, a notice is given, a resolution is passed or an order made, for or in connection with a winding up of that other party;
      • An application is made to court, or an order is made, for the appointment of an administrator, or if a notice of intention to appoint an administrator is given or an administrator is appointed, over the other party;
      • Any warranty given by the other party in this agreement that is found to be untrue or misleading.
    • The agreement may not be terminated in the initial period in exception of clause 5.3 and 11.2.
    • Following the initial term, either party may terminate this agreement at any time by providing 14 days written notice.
    • On expiry or termination of this agreement otherwise than on termination by the Supplier pursuant to clause 11.2:
      • The Supplier shall provide the Client with an invoice for all work to the date of termination
      • Upon full satisfaction of the invoice, the Supplier shall promptly return all Contents to the Client

 

  1. CHANGE CONTROL
    • The Supplier and the Client shall discuss any change to this agreement (change) in writing.
    • Where a written request for a Change is received from one party to this agreement, the receiving party shall have seven days to agree the scope and cost of the Change. In the event that no agreement can be reached in seven days, then the agreement will continue without the Change.

 

  1. FORCE MAJURE
    • Neither party shall be liable for any delay in performing its obligations if such delay is cause by a Force Majure Event.

 

  1. CONFIDENTIALITY
    • Each party shall protect the Confidential Information of the other party against unauthorised disclosure by using the same degree of care as it takes to preserve and safeguard its own confidential information of a similar nature, being at least a reasonable level of care.
    • The obligations of confidentiality in this clause shall not be affected by the expiry or termination of this agreement.

 

  1. GOVERNING LAW
    • This agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation, shall be governed and construed in accordance with the law of England and Wales.