1. Definitions
- "Agency" refers to TheAndies Limited trading as TAUK.team, a company registered in England and Wales with company number 12179924 and having its registered office at Gryson House, The Grove, Pontllanfraith, NP12 2EQ
- "Client" refers to any individual, firm, company, or other party with whom the Agency enters into a Contract.
- "Contract" refers to the agreement formed between the Agency and the Client for the provision of Services, as detailed in a Proposal or Statement of Work and subject to these Terms and Conditions.
- "Intellectual Property Rights" (or "IPR") includes patents, rights to inventions, copyright and related rights, moral rights, trademarks and service marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
- "Proposal" refers to a written document provided by the Agency to the Client outlining the proposed Services, timelines, and fees.
- "Services" refers to the marketing and/or web design services to be provided by the Agency to the Client as detailed in the Proposal or Statement of Work.
- "Statement of Work" (or "SOW") refers to a specific document outlining the detailed tasks, deliverables, timelines, and responsibilities for a particular project under the Contract.
- "Third-Party Materials" refers to any materials, content, or software owned by a third party that may be used in the provision of the Services.
2. Formation of Contract
- A Contract is formed when the Client accepts the Agency’s Proposal, either in writing (including email) or by other clear affirmative action.
- These Terms and Conditions shall apply to all Contracts between the Agency and the Client, to the exclusion of any other terms that the Client seeks to impose or incorporate, or which are implied by trade, custom, practice, or course of dealing.
- Each Proposal shall be valid for a period of [Number] days from the date of issue, unless otherwise stated in the Proposal.
3. Scope of Services
- The specific Services to be provided by the Agency will be outlined in the Proposal or Statement of Work.
- Any changes to the scope of Services must be agreed upon in writing by both parties and may be subject to additional fees and adjustments to the project timeline.
- The Agency will use reasonable endeavours to provide the Services in accordance with the Proposal or Statement of Work. However, the Agency does not guarantee specific outcomes or results unless explicitly stated in writing.
4. Client Responsibilities
- The Client shall provide the Agency with all necessary information, materials, and access as reasonably required for the Agency to provide the Services.
- The Client is responsible for the accuracy and completeness of all information and materials provided to the Agency.
- The Client shall ensure that they have all necessary rights and permissions for the use of any materials provided to the Agency, including but not limited to copyright and trademark permissions.
- The Client shall provide timely feedback and approvals as required to facilitate the progress of the Services.
- The Client shall designate a primary point of contact for the project who has the authority to make decisions on their behalf.
5. Fees and Payment
- The fees for the Services will be as set out in the Proposal or Statement of Work. Unless otherwise specified, all fees are exclusive of VAT, which will be added at the prevailing rate.
- The Agency may require an upfront deposit before commencing the Services, as specified in the Proposal.
- Payment schedules will be outlined in the Proposal or Statement of Work. Typically, payments may be made in instalments based on project milestones or on a monthly retainer basis.
- Invoices will be submitted by the Agency as per the agreed payment schedule.
- Payment is due within [Number] days of the date of the invoice, unless otherwise agreed in writing.
- The Agency reserves the right to charge interest on overdue payments at the rate of 2% per month or the statutory rate, whichever is higher, from the due date until the date of actual payment.
- The Client shall be responsible for all expenses reasonably incurred by the Agency in connection with the provision of the Services, where such expenses have been pre-approved by the Client in writing.
- If the Client suspends or cancels the Services prematurely, the Client shall be liable for payment for the Services already performed and any non-recoverable costs incurred by the Agency.
6. Intellectual Property Rights
- Unless otherwise agreed in writing, all Intellectual Property Rights in any materials created by the Agency as part of the Services (excluding Third-Party Materials and Client-provided materials) shall be owned by the Agency until full payment has been received. Upon receipt of full payment, the Agency grants the Client a non-exclusive, non-transferable license to use the deliverables for the specific purposes outlined in the Contract.
- The Client retains ownership of all Intellectual Property Rights in the materials they provide to the Agency.
- The Client warrants that they have the right to use and authorize the Agency to use any Client-provided materials for the purpose of providing the Services and shall indemnify the Agency against any claims of infringement of Intellectual Property Rights arising from the use of such materials.
- Where the Services involve the use of Third-Party Materials, the Client's use of such materials shall be subject to the licensing terms of the relevant third party. The Agency will endeavour to inform the Client of any such terms.
7. Confidentiality
- Both the Agency and the Client undertake to keep confidential all information disclosed by the other party in connection with the Services, which is identified as confidential or which ought reasonably to be considered confidential due to its nature and the circumstances of its disclosure.
- This obligation of confidentiality shall survive the termination of the Contract.
- The obligations of confidentiality shall not apply to information that is already in the public domain (other than through a breach of this clause), is required to be disclosed by law or a regulatory body or is independently developed by the receiving party.
8. Warranties and Disclaimers
- The Agency warrants that it will provide the Services with reasonable skill and care.
- Except as expressly stated in these Terms and Conditions, all warranties, conditions, and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded.
- The Agency does not warrant that the Services will be error-free or uninterrupted.
- The Agency shall not be liable for any indirect, consequential, or special loss or damage, loss of profit, loss of business, loss of goodwill, or loss of anticipated savings, even if advised of the possibility of such loss.
- The Agency’s total aggregate liability to the Client under or in connection with the Contract shall be limited to the total fees paid by the Client to the Agency under that Contract.
- Nothing in these Terms and Conditions shall exclude or limit either party’s liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for any other liability which cannot be excluded or limited under applicable law.
9. Indemnity
- The Client shall indemnify and hold harmless the Agency against all claims, actions, losses, damages, costs, and expenses (including legal fees) arising out of or in connection with:
- The Client’s breach of any of its obligations under the Contract.
- The use by the Agency of any materials provided by the Client, including any claims that such use infringes the Intellectual Property Rights of a third party.
- The content of any website or marketing materials approved by the Client.
10. Termination
- Either party may terminate the Contract by giving 30 days’ written notice to the other party.
- Either party may terminate the Contract with immediate effect by giving written notice to the other party if:
- The other party commits a material breach of the Contract and (if such a breach is remediable) fails to remedy that breach within [Number] days of being notified in writing to do so.
- The other party becomes insolvent or is subject to any bankruptcy or insolvency proceedings.
- Upon termination of the Contract for any reason, the Client shall pay the Agency for all Services performed and any expenses incurred up to the date of termination.
- Any clauses of these Terms and Conditions that by their nature should survive termination shall continue in full force and effect after termination.
11. Data Protection
- Both the Agency and the Client shall comply with all applicable data protection laws and regulations, including the Data Protection Act 2018 and the UK General Data Protection Regulation (UK GDPR).
- To the extent that the Agency processes any personal data on behalf of the Client, the parties shall enter into a separate data processing agreement that complies with the requirements of the applicable data protection laws.
12. Force Majeure
- Neither party shall be liable for any failure or delay in performing its obligations under the Contract to the extent that such failure or delay is caused by a Force Majeure Event.
- A Force Majeure Event means any event beyond a party’s reasonable control, which by its nature could not have been foreseen, or, if it could have been foreseen, was unavoidable, including strikes, lock-outs or other industrial disputes, failure of energy sources or transport network, acts of God, war, terrorism, riot, civil commotion, interference by civil or military authorities, national or international calamity, armed conflict, malicious damage, breakdown of plant or machinery, nuclear, chemical or biological contamination, sonic boom, explosions, collapse of building structures, fires, floods, storms, earthquakes, loss at sea, epidemics, pandemics or similar events, natural disasters or extreme adverse weather conditions, or default of suppliers or subcontractors.
13. Governing Law and Jurisdiction
- The Contract and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.
- Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with the Contract or its subject matter or formation (including non-contractual disputes or claims).
14. Entire Agreement
- The Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations, and understandings between them, whether written or oral, relating to its subject matter.
15. Variation
- No variation of the Contract shall be effective unless it is in writing and signed by the authorized representatives of both parties.
16. Third Party Rights
- A person who is not a party to the Contract shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.
17. Notices
- Any notice given under or in connection with the Contract shall be in writing and shall be delivered by hand or by pre-paid first-class post or other next working day delivery service to the registered office of the party being notified.
- Any notice shall be deemed to have been received:
- if delivered by hand, on signature of a delivery receipt or at the time the notice is left at the proper address;
- if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting.
18. Severance
- If any provision or part-provision of the Contract is or becomes invalid, illegal, or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of the Contract.
19. Assignment and Subcontracting
- The Client shall not, without the prior written consent of the Agency, assign, transfer, charge, subcontract, or deal in any other manner with any or all of its rights or obligations under the Contract.