Terms and Conditions
Terms and Conditions of Sociable Group Ltd.
IMPORTANT – all Clients, by instructing Sociable Group Limited (hereafter referred to as“the Company”) to supply any Goods or Services, accept the terms of business as set out below.
1.1. “Agreement” means any contract or agreement between the Company and the Client for the supply of Goods and/or Services which shall incorporate and is subject to these conditions.
1.2. “the Client” means the person, firm, LLP, company or other organization with whom the Agreement is made;
1.3. “the Content” means all artwork, text, graphics, logos, photographs, images, moving images, sound, illustrations, videos and other materials featured, displayed or used or to be featured, displayed or used in or in relation to the Client’s requirements including but not limited to promotional material, social media content, website content, advert or other media;
1.4. “the Client Content” means the Content provided to the Company by the Client for use in accordance with this Agreement;
1.5. “the Company” means Sociable Group Limited and its employees, agents and assigns;
1.6. “the Designs” means any designs, illustrations, artwork or graphics or other images or works created, originated, prepared or worked on by the Company as part of the Services.
1.7. “the Services” shall mean all or any goods and services supplied by the Company including but not limited to campaign build, research (including but not limited to keyword research), administration, graphics, logos, Illustrations, designs, content or social media design or production of promotional material, advertising or artwork and consultancy services.
- DIGITAL SERVICES AND CLIENT RESPONSIBILITIES
2.1. An estimate or quote may be given by the Company once the Client has provided the Company with sufficient information to prepare this. The Client may then instruct the Company to proceed with the agreed Services and the Client’s instructions to the Company to proceed shall be deemed acceptance of these terms and conditions. If the Client fails to instruct the Company to proceed within 60 days of any estimate, quote or proposal it shall be automatically deemed withdrawn by the Company unless the Company agrees otherwise in writing.
2.2. In the event the Company “pitches” for work with the Client, unless otherwise agreed in writing, the Client shall not be charged and for the avoidance of doubt, in the event the Pitch is unsuccessful the Client agrees that all digital marketing campaign proposals and intellectual property rights therein produced by the Company in connection with the Pitch shall remain the property of the Company and may not be used or adapted in any way or passed to any third parties without the Company’s prior written approval which the Company may withhold in its absolute discretion.
2.3. If the Company gives written notice to the Client agreeing to perform any variation requested by the Client in connection with the digital marketing brief (“the Brief”), project, or Services already agreed between the parties, this agreement shall be deemed automatically to have been amended so as to include the variation.
2.4. The Company reserves the right to charge the Client such additional amounts as required in the event the Client requests any alterations and/or additions to the Brief, Specification or Services and the Company, if agreeing to make such alterations and/or additions, shall do so at its convenience and the Client acknowledges that the Company may not have the time or resources to undertake such changes or additional work immediately and that any such requests by the Client may delay completion of the Project or work agreed.
2.5. Any time estimated for completion of the project shall be dependent on the size, content of the Brief and accuracy and completeness of information and Client Content supplied by the Client.
2.6. The Client agrees it is fully responsible for provision of all Client Content and shall supply the same to the Company in an agreed appropriate virus-free electronic or digital format by the agreed deadlines and further, for the avoidance of doubt, the Client acknowledges and agrees that the Company shall not be obliged to accept or transcribe any hand written content supplied.
2.7. If the Company’s costs incurred in respect of the Services increase due to the following circumstances which may occur after the Parties agree the Brief the Company may at its option at any time before delivery give notice to the Client of an increase in the Agreement price under this Condition due to:-
2.7.i. Variation and/or alteration of instructions and/or details and/or a failure by the Client or its representative to provide the same;
2.7.ii. Overtime costs incurred if the delivery date does not permit sufficient time for the work to be completed during normal working hours i.e. 9am – 6pm Monday – Friday.
2.8. The Company reserves the right to subcontract work to any suitably qualified and insured person firm, LLP or company.
2.9. The Client agrees that if so required by the Company it shall pay for all work carried out at the Client’s request whether experimentally or otherwise.
2.10. Unless otherwise agreed in writing and signed by both parties the entire copyright, design right and all other intellectual property rights subsisting in or attached to all material created/originated/designed by the Company (including but not limited to written content, designs, and the layout of advertisements) shall belong to the Company and shall not be licensed or assigned to the Client other than as provided for in these terms or as agreed in the Brief and subject to the Client paying all fees due to the Company in full.
2.11. This Agreement shall operate as a license for the Client to use the digital and written content/Designs/advertisements whether originated and created or reworked by the Company on the Client’s behalf and the intellectual property rights therein as agreed in the Contract until the date payment is due and, provided that payment in full is made for all Goods and Services to be licensed on or before the date due for payment, this Agreement shall operate as an automatic license (or an automatic assignment of intellectual property rights if this is what is specified and agreed in writing in the contract and signed by both parties) for the Client to continue to use the digital and written content/Designs/advertisements and Services and the intellectual property rights therein as provided for in this Agreement subject to the terms herein, but, if payment in accordance with the Agreement is not made on or before the date due for payment there shall be no assignment of rights and any right or license that the Client may have had to use the digital and written content/Designs/advertisements or Services and/or any intellectual property rights therein contained shall be automatically revoked and the Company reserves the right to take such action as may be necessary and appropriate in both the civil and criminal courts and all intellectual property rights in the digital and written content/Designs/advertisements and Services shall remain the property of the Company and the Client shall have no further right to use the same in any way prohibited by the Agreement or statute or common law unless otherwise agreed in writing and signed personally by a Director the Company.
2.12. All rights and licenses granted to the Client hereunder by the Company are conditional on the digital and written content/Designs/advertisements or Services and the intellectual property rights therein being used only for the purposes agreed and specified in the Agreement and the Client hereby undertakes and agrees to promptly notify the Company in order to obtain it’s approval (which the Company may withhold in it’s absolute discretion) to use the digital and written content/Designs/advertisements and Services and any intellectual property rights therein contained for any additional purpose including but not limited to re-design, print or any other purpose and the Client further warrants and agrees to pay the Company the appropriate fee as reasonably requested by the Company for such charges for additional use.
2.13. The Company shall not be required to process any matter including but not limited to Client Content, which in its opinion, is or may be of any illegal or libelous nature or an infringement of the proprietary, intellectual property or any other rights of any third party or which constitutes unsolicited advertising or promotional material or which may promote, advertise, and/or focus on pornography, illegal drugs, tobacco, alcohol, hate speech or profanity.
2.14. The Company shall be completely indemnified by the Client in respect of any claims, costs, damages fees and expenses arising out of any illegal or libelous matter or any infringement of copyright, patent or design or any other proprietary, intellectual property or personal rights contained in any materials processed for the Client and the indemnity shall extend to any amounts paid on lawyer’s or other expert’s advice in settlement of any claim.
2.15. The Company shall be at liberty at any time to discontinue work if in the Company’s opinion such work may be libelous or illegal or in breach of any third party rights or constitutes unsolicited advertising or promotional material or which may promote, advertise, and/or focus on pornography, illegal drugs, tobacco, alcohol, hate speech or profanity and in such circumstances the Client shall be liable to pay the Company for the work carried out prior to the date of discontinuance.
2.16. All digital marketing campaign concepts, visuals, writing and other information or materials created by the Company are submitted by the Company to the Client in strict confidence and the Client hereby agrees to maintain strict confidentiality in connection with all such information.
2.17. The Company shall not be liable for any problems or delays to completion caused by the Client’s failure to supply or deliver any copy, content, images or other materials including but not limited to final copy or other relevant information on time.
2.18. The Client hereby agrees that they shall comply with all terms and conditions of internet service providers and social media platform providers in their supply of goods and services and the Company shall not be liable for any failure by the Client to comply with such terms and conditions.
- DIGITAL MARKETING CAMPAIGNS, DESIGNS AND WRITTEN CONTENT AND INTELLECTUAL PROPERTY RIGHTS
3.1. The Company shall not be liable for any discrepancies in any design, branding, fonts, colours or other work once the same have been released and the Client accepts responsibility for dealing with all third parties and agrees that the Company shall not be liable for any inaccurate or faulty requests or specifications made by the Client or any third party or for any failure to make any particular request or specification to the Company.
3.2. The Client warrants and agrees that the Client shall obtain all and any necessary consents, clearances and licenses to enable it to lawfully use all and any intellectual property rights which are required in order for the Company to provide the Services including but not limited to consents, clearances and licenses in respect of the Client’s proposed domain name, logos, music, artwork, photography and trademarks.
3.3. The Client grants to the Company a royalty-free, world-wide, non-exclusive license to use the Client Content for the purposes of the Project and provision of the Services.
3.4. Except as expressly set out in clause 3.3 this agreement does not transfer or grant to the Company any right, title or interest in any intellectual property rights in or to the Client Content.
3.5. The Client grants the Company the right to use digital and written content, graphics, artwork, designs and Web pages supplied as part of the Services in the Company’s portfolio and for general PR purposes.
- PROVISION OF SERVICES AND LIMITATIONS OF LIABILITY
4.1. Whilst every care is taken by the Company when producing or working on digital and written content/Designs/advertisements or supplying Services and processing digital media, it is the responsibility of the Client to approve and sign for any digital and written content/Designs/advertisements or other media immediately upon receipt thereof whether proofs have been supplied by the Company or not.
4.2. The Company shall not be liable in any way whatsoever for any alleged defects in Services beyond the Company’s reasonable control including but not limited to typing or spelling errors and the Client accepts responsibility for checking and amending all proofs before they go live.
4.3. If the Client alleges that the digital and written content/Designs/advertisements or Services do not conform to the Client’s specification and order whether as to content or quality it shall notify the Company within five (5) working days of delivery by post or e-mail of such allegation and the failure to make such notification shall be deemed to be conclusive evidence of the conformity of the Services to the Client’s Order in every respect.
4.4. The Company’s liability for defects in the Services caused by the negligence or other breach of the Company shall be limited to the re writing, repair, replacement or re-design by the Company of the digital or other media at no additional cost to the Client provided that such defect is notified in accordance with clause 4.3 above and all allegedly defective content has been provided for scrutiny by the Company as evidence of the alleged defects.
4.5. In any event of liability of the Company for breach of his contractual obligations, any breach of warranty, any representation, statement or tortious act or omission including negligence defects/errors in the Services shall be limited to a refund of the invoice price of the Services in respect of which any claim is made against the Company.
4.6. The Company shall not be liable for any claims for consequential loss of profit or any other loss calculated on a time basis of whatsoever nature.
4.7. Where a complaint or a claim has been made in respect of Services proved or alleged to be defective the Company may suspend further deliveries of any Services under this Agreement which may have the same or similar alleged defects until the validity of such complaint or claim has been finally determined and in such event the applicable delivery/completion dates for Services shall be postponed accordingly.
4.8. The Company shall not be liable for indirect loss or third party claims occasioned by delay in completion of or delivery of digital and written content/Designs/advertisements or Services or for any loss to the Client in delay of transmission and in particular the Client agrees that the Company shall not be liable in any way for any loss or damage to the Client’s Customers howsoever caused and whether directly or indirectly due to any problem in provision of the Services hereunder and the Client agrees to hold the Company harmless and keep the Company fully indemnified in connection with any such costs, claims, damages, proceedings, fees and expenses (including but not limited to legal and professional fees and expenses) and warrants and agrees it has appropriate insurance cover in this respect.
- PAYMENT TERMS
5.1. Payment must be made in accordance with the terms agreed in writing by the Company and in any event no later than thirty (30) days within the date of the Company’s invoice.
5.2. The Company reserves the right to charge and be paid interest on all sums due from the Client at the rate from time to time in force in accordance with the Late Payment of Commercial Debts (Interest) Act 1998 as amended in 2002 or any replacement or re-enactment thereof from the date upon which payment is due until the date upon which it is received as well before as after any court judgement.
5.3. Invoices are payable in full and the Client shall not be entitled, for any reason whatsoever, to withhold or set-off payment.
5.4. The time of payment shall be the essence of the Agreement.
5.5. All payments must be made in UK pounds sterling (or, if previously agreed in writing by both parties, in euros).
5.6. In the event the Company is VAT registered VAT shall be charged in accordance with the then current rate in English law.
5.7. Without prejudice to any other rights or remedies of the Company under this Agreement, if any sum payable is not paid on or before the due date, the Company shall be entitled to suspend provision of the Services and withdraw any rights or licenses granted to the Client forthwith.
5.8. For the avoidance of doubt the Company shall NOT be liable for any loss and damage caused to the Client or any third party in the event the Company suspends work, withdraws licenses, or advertising space booked is lost or other costs are lost or any other loss or damage is caused due to any failure by the Client to fail to pay any invoice or other monies due to the Company within the agreed time.
- TERMINATION Without prejudice to the Company’s rights hereunder it is agreed that:-
6.1. if the Client fails to pay any sums due to the Company as and when they fall due the Company may suspend the Services and/or terminate this Agreement forthwith without notice;
6.2. if the Client is in breach of any of these terms and conditions and fails to remedy such breach (if such breach is capable of remedy) within thirty (30) days of receipt from the Company of a notice specifying the breach and requiring its remedy the Company may terminate this Agreement forthwith by notice in writing;
6.3. if the Client is a Company and goes into insolvent liquidation or has an administrator, receiver or administrative receiver appointed over the whole or and part of its assets or if it enters into any voluntary arrangement with its creditors or otherwise becomes unable to pay its debts when they become due or if the Client is a sole trader or a firm becomes bankrupt or has a bankruptcy petition issued against it the Company shall be entitled to terminate this agreement forthwith without notice to the Client;
6.4. on termination of this Agreement or suspension of the Services all licenses granted by the Company may be revoked and the Company shall be immediately.
6.5. Termination of this Agreement shall not affect any pre-existing liability of the Client or affect any right of the Company to recover damages or to pursue any other remedy in respect of any breach by the Client of the Agreement.
6.6. In the event of termination of the Agreement by the Company due to any breach by the Client of the terms of the Agreement the Company shall be entitled to the balance of all outstanding payments which would, but for the termination, have accrued due up to the earliest date on which the Agreement could have been terminated by the Client in accordance with the terms of the Agreement.
- FORCE MAJEURE
7.1. Every effort will be made to carry out the Agreement but its due performance is subject to suspension or cancellation by the Company or to such variations as the Company may find necessary as a result of inability to secure labour, services or materials from the usual sources of supply or as a result of any act of God, illness, accident, war, strike, lockout or any other labour dispute, fire, flood, drought, legislation, power failure or other cause (whether of the foregoing class or not) beyond the control of the Company.
7.2. Neither party shall be deemed to be in breach of this agreement or otherwise liable to the other party for any delay in performance or any non-performance of any obligations under this agreement (and the time for performance shall be extended accordingly) if and to the extent that the delay or non-performance is due to an event or circumstance beyond the reasonable control of that party (‘an event of force majeure’).
7.3. The party relying on this clause 7 (‘the Affected Party’) shall promptly notify the other party (‘the Other Party’) of the extent and circumstances giving rise to the event of force majeure.
7.4. If the event of force majeure in question prevails for a continuous period in excess of three months after the date on which it began, the Other Party may give notice to the Affected Party terminating this agreement. The notice to terminate must specify the termination date, which must be not less than [30 days] after the date on which the notice to terminate is given. Once a notice to terminate has been validly given, this agreement will terminate on the termination date set out in the notice. Neither party shall have any liability to the other in respect of termination of this agreement due to an event of force majeure, but rights and liabilities that have accrued prior to termination shall not be affected.
8.1. In these conditions the headings are for reference only and words in the singular include the plural and vice versa and references to any gender shall include the others.
8.2. These conditions shall apply to the Agreement to the exclusion of any other terms and conditions contained in or referred to in any order, letter or other communication sent by the Client to the Company and the provisions of these conditions shall prevail unless expressly varied in writing and signed by both parties.
8.3. Both parties agree not to disclose to any third party, other than to their respective bankers or other professional advisers on appropriate conditions of confidentiality, the fact of or details of this agreement or any other agreement referred to in this agreement. The text of any press release or other communication to be published by or in the media concerning the subject matter of this agreement shall require the approval of each party.
8.4. A waiver of any term, provision or condition of this agreement shall be effective only if given in writing and signed by the waiving party and then only in the instance and for the purpose for which it is given.
8.5. No failure or delay on the part of any party in exercising any right, power or privilege under this agreement shall operate as a waiver of it, nor shall any single or partial exercise of any such right, power or privilege preclude any other or further exercise of it or the exercise of any other right, power or privilege.
8.6. No breach of any provision of this agreement shall be waived or discharged except with the express written consent of the parties.
8.7. The Company reserves the right to update these terms and conditions from time to time to meet the needs of the business.
8.8. Any notices under this agreement shall be in writing and shall be sent by pre paid registered post or recorded delivery to the relevant address given in the Agreement or to such address as the recipient may have notified to the other party via email for that purpose.
8.9. This Agreement shall be governed exclusively by the Law of England and the Client hereby accepts the jurisdiction of such Courts, whether in England or otherwise, as the Company may nominate for the purpose of trying any Action out of this Agreement.