TERMS AND CONDITIONS (“T&Cs”)

BACKGROUND:

These T&Cs shall apply to the provision of Digital Marketing Services, Consultancy and/or Training provided by Social Media Wow Ltd (“Social Media Wow” and “We”, “Us”, “Our”) of 42 London Road, Godmanchester, Huntingdon, Cambridgeshire, PE29 2JA to customers that require Digital Marketing, Consultancy and/or Training Services. These T&Cs were last updated on 21st March 2022.

 

  1. Definitions and Interpretation

1.1     In these T&Cs, unless the context otherwise requires, the following expressions have the following meanings:

 

“Proposal” means the document detailing the Customer’s request to acquire the Services from Social Media Wow including details of the process, Fees, timescales and any relevant information required to undertake the Project.

 

Upon acceptance of the Proposal the Service will be subject to these T&Cs;

 “Business Day”

 

 

 

“Customer”

 Means, any day (other than a Saturday or Sunday) on which ordinary banks are open for their full range of normal business in England;

 

means the individual or business that requires the Services subject to these T&Cs and the Proposal and includes reference to You and Your;
“Confidential Information” means, in relation to either Party, information which is disclosed to that Party by the other Party pursuant to or in connection with these T&Cs (whether orally or in writing or any other medium, and whether or not the information is expressly stated to be confidential or marked as such); “Project”

 

 

 

 

 means the Services requested by the Customer provided by means of a one off piece of work as detailed within the Proposal or agreed upon between the Parties in writing;

 
“Consultancy” means the provision of training delivered by means of Zoom, telephone call or In-Person as detailed within the Proposal; “Training Videos” means the purchase of recordings on a particular subject and available for the Customer's access via an account area;
“In-Person” means training delivered at the Customer's location or a third party location arranged by the Customer; “Monthly Basis” means any Services provided on a reoccurring monthly basis as request by the Customer within the Proposal.

 
“Campaign” means a Facebook advertising campaign set up and managed by Social Media Wow for and on Your behalf in the course of providing the Facebook Advertising Services; “Services” means the services provided by Social Media Wow as detailed in the Proposal along with any further requests made in writing for additional work which will be subject to these T&Cs;
“intellectual property” means (a) any and all rights in any patents, trade marks, service marks, registered designs, applications (and rights to apply for any of those rights), trade, business and company names, internet domain names and e-mail addresses, unregistered trade marks and service marks, copyrights, database rights, know-how, rights in designs and inventions;

(b) rights under licences, consents, orders, statutes or otherwise in relation to a right in paragraph (a);

(c) rights of the same or similar effect or nature as or to those in paragraphs (a) and (b) which now or in the future may subsist; and

(d) the right to sue for past infringements of any of the foregoing rights; and

 

1.2     Unless the context otherwise requires, each reference in these T&Cs to:

 

1.2.1  “writing”, and any cognate expression, includes a reference to any communication effected by electronic or facsimile transmission or similar means;

1.2.2  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;

1.2.3  “these T&Cs” is a reference to these T&Cs and the Proposal as amended or supplemented at the relevant time;

1.2.4  a Clause or paragraph is a reference to a Clause of these T&Cs; and

1.2.5  a "Party" or the "Parties" refer to the parties to these T&Cs.

 

1.3     The headings used in these T&Cs are for convenience only and shall have no effect upon the interpretation of these T&Cs.

 

1.4     Words imparting the singular number shall include the plural and vice versa.

 

  1. Booking Process for Social Media Management and Consultancy Services

2.1     After initial discussions You will be provided with a Proposal detailing the Services required. After reading the Proposal You will be required to confirm You have read these T&Cs and accept the same. Any Services undertaken by Us will be in provided subject to these T&Cs unless notified otherwise.

 

2.2     Upon acceptance of Social Media Wow's T&Cs You will be provided with a copy of our T&Cs by means of email.

 

Purchasing  pre-recorded Training Videos

 

2.3     Training Videos are available on Our website for direct purchase and our website will guide You through how to purchase the same. Upon payment You will be emailed a link to the Training Videos where You will be able to view the same. However please note that none of Our Training Videos are downloadable and You must not share the same with anyone outside of Your business/organisation.

 

  1. Deposits

3.1     A Deposit, as specified within the Proposal, is required for the following Services – copywriting and digital advertising (PPC).

 

3.2     Prior to any of the above Services commencing You will be directed, by means of Social Media Wow's initial email to You to make a Deposit payment and to sign up with preferred payment provider. For Project work You may also make a payment by means of bank transfer. In the case of the latter please ensure you quote the invoice number when making payment.

 

3.3     The Deposit paid is non refundable.

 

  1. Fees and Payment

Copywriting and Social Media Management Services

4.1     Social Media Management is provided on a Monthly Basis. You will be invited to sign up to a monthly direct debit. Your first payment will be taken upon signing up with all subsequent payments being taken monthly in advance on or before the 1st day of each calendar month.

 

4.2     Where the Services detailed in 4.1 above are provided the balancing payment will be due upon completion of the Project. Such payment will fall due 7 days after completion.

 

4.3     Social Media Wow reserves their right to require full payment of the Services detailed in 4.1 on occasions. Where such advance payment is required details of which will be provided within the Proposal.

 

4.4     Any sums which are unpaid after the 8th day of each calendar month for monthly services or are not paid within 7 days of an invoice being presented, will incur interest on a daily basis at 8% above the base rate of the Bank of England in force at the time.

 

Consultancy Services

4.5     The Fee in respect Consultancy Services is required to be made upfront. Until such time as the Fee is paid any dates will be provisional. In the event that You fail to make payment of the Fee promptly We reserve the right to release any date provisional dates to another customer.

 

Training Videos

4.6     Full payment is required prior to any Training Videos being made available to You.

 

All Services

4.7     All payments required to be made pursuant to the Proposal and these T&Cs by You shall be made in GBP in cleared funds to such bank as Social Media Wow may from time to time nominate, without any set-off, withholding or deduction except such amount (if any) of tax as Social Media Wow is required to deduct or withhold by law.

 

4.8     Social Media Wow reserves the right to be paid on an indemnity basis any costs incurred in recovering any money due under these T&Cs (and the costs of recovering such costs) including administrative costs and any costs incurred with lawyers or debt collection agencies. Administrative costs may include the cost of employing the staff concerned and the overheads attributable to them for the time spent.

 

4.9     In the event of late or non payment Social Media Wow reserves the right not to carry-out any further Services on Your behalf.

 

  1. Provision of the Services

6.1     Social Media Wow shall provide the Services as outlined in the Proposal and any subsequent instructions as agreed in writing between the Parties from time to time. Any subsequent instructions shall be in accordance with these T&Cs.

 

6.2     Social Media Wow shall provide the Services with reasonable skill and care, commensurate with prevailing standards in the Digital Marketing Services, Consultancy and Training industry in the United Kingdom.

 

6.3     Social Media Wow shall act in accordance with the terms of these T&Cs and with all reasonable instructions given to it by You provided that such instructions are compatible with the scope of the Services detailed within the Proposal.

 

6.4     Social Media Wow shall be responsible for ensuring that it complies with all statutes, regulations, byelaws, standards, codes of conduct and any other rules relevant to the provision of the Services.

 

6.5     Social Media Wow is not a qualified expert in every industry they provide Services for. It is therefore Your sole responsibility to check the factual accuracy of the Services and ensure there are no omissions.

 

6.6     Social Media Wow shall not be liable for any defects caused by third party programs, software or applications that may be used in the course of carrying out any of the Services.

 

Social Media Services

6.7     Where the Services include social media marketing You will provide the access credentials or make Social Media Wow the administrator for the social media platforms set out within the Proposal.

 

6.8     Where applicable You hereby authorise Social Media Wow to use your access credentials detailed in 6.7 solely for the purposes of providing the Services.  All such information is hereby designated Confidential Information and shall be treated accordingly, as described under Clause 13.

 

Copywriting

6.9     Social Media Wow shall use all reasonable endeavours to accommodate any reasonable amendments to these Services on 3 occasions within the 7 days following the submission of these Services to You. Each amendment must not change the scope of the work detailed within the Proposal. Any amendments over and above this will be subject to additional fees as quoted by Social Media Wow.

 

6.10   Whilst Social Media Wow will try to optimise written content for search engine purposes, we do not warrant that this effort will in any way guarantee results. Social Media Wow cannot be held responsible for any changes to the position of the Your website in the search engine results in response to a particular search. Social Media Wow does not guarantee a listing positioning in any search engine.

 

Consultancy Services

6.11   It is Your responsibility to make any and all arrangements necessary in order to access or attend the Consultancy. By accepting the Proposal You are confirming that You wish for Consultancy to be provided on the dates and times detailed, unless agreed other in writing, along with the location and method of Consultancy.

 

6.12   Cancellation - Where the Consultancy is cancelled by You with more than 7 days notice You will be entitled to a 50% refund of the Fees paid. Cancellation with less than 7 days notice will result in the Fee being forfeited by You.

 

6.13   Rescheduling – You may reschedule Your Consultancy once provided which the rescheduled date falls within 90 days of the originally booked date.

 

6.14   You are not permitted, without Our written consent, to video record any Consultancy. Where a recording is required You must request the same at the time of booking or in advance of any Consultancy. Any recordings will only be permitted on Our devices and will be subject to a further fee.

 

In-Person Consultancy Services

6.15   Where You book Consultancy by means of In-Person Consultancy the following will apply:

 

6.15.1     It will be Your responsibility, and at Your cost, to ensure that a suitable venue is available for the Consulting.

 

6.15.2     You will allow Us access to Your premises and/or third party premises booked by You including any facilitates and equipment for the purpose of the Consultancy.

 

6.15.3     You will provide an adequate working space and facilities for Your employees, agents, sub-contractors and anyone taking part in the Consultancy. Such working space will be free from all health and safety risks to anyone taking part in the Consultancy.

 

6.15.4     You will advise Us of any special physical, medical, mental health, psychological, emotional, or other requirement, problem or condition of which You are aware which might be relevant to any individual participating in the Consultancy. We reserve the right to refuse Consultancy Services to any individual if there is a determinable risk, whether significant or not.

 

Facebook Advertising Services

6.16   Where the Services include Facebook Advertising Services the following shall apply:

 

6.16.1     Social Media Wow may set up the advertising account but You shall be required to use Your own billing details to enable the Services to be performed.

 

6.16.2     Social Media Wow shall base the set-up and its provision on the information provided by You.

 

6.16.3     Upon receipt of the information detailed in 6.13.2 above Social Media Wow shall conduct keyword research which shall include, but not necessarily be limited to, an examination of Your website, online research and the use of other suitable methods and tools. You will be required, upon receipt of this information, to confirm they are happy with the targeted campaign.

 

6.17  You understand and acknowledge the following:

 

6.17.1    Social Media Wow cannot control search engines or algorithms and cannot provide any guarantee that there will not be any changes in third party policies or functionality in such a way that will have a detrimental effect on the effectiveness of the Campaign(s).

 

6.17.2    Social Media Wow accepts no responsibility for any detrimental effect on the effectiveness of the Campaign(s) which results from any activity of You or any third party including, but not limited to, alterations on Your website.

 

6.17.3    The effectiveness of the Campaign(s) will be determined in part by the budget allotted thereto and available therefor.  Failure by You to make the required budget(s) available may have a negative effect on the related Campaign(s).  Social Media Wow accepts no responsibility for any such negative effects.

 

  1. Customer Obligations

7.1     You will provide any information, passwords, access, documentation detailed within the Proposal.

 

7.2     Social Media Wow may from time to time require Your input or feedback on any content prior to its publication in the course of the Services.  You shall use all reasonable endeavours to respond with the required feedback within 5 Business Days.

 

7.3     Social Media Wow shall not be liable for any delays in the provision of the Services that may result from Your failure to comply with any of Your obligations (or the delivery requirements applying thereto) under this Clause 7 or any other of Your obligations arising under these T&Cs.

 

7.4     Social Media Wow shall not be liable for any images, content or intellectual property supplied by You. If any consents, licences or other permissions are needed from any third parties it shall be Your responsibility to obtain the same in advance of the provision of the Services (or the relevant part thereof).

 

  1. Cancellation/Termination and Effects of Termination

8.1    These T&Cs shall enter into force upon Your acceptance of the same. Your acceptance shall take place:

 

8.1.1 by means of You confirming Your acceptance of the same by signing the; or

 

8.1.2 You making payment of the Deposit or first payment stipulated within the Proposal sent to You.

 

8.2    These T&Cs, upon acceptance, shall continue for 1 (one) calendar month (“the Initial Term”). Thereafter they shall continue on a rolling monthly basis.

 

8.3    Termination will occur:

 

8.3.1 upon completion of the Services; or

 

8.3.2 where you cancel the direct debit mandate and confirm the same in writing; or

 

8.3.3 upon Your request to cancel the Services provided which such request is received by Social Media Wow by means of email to hello@socialmediawow.co.uk. Where such request is received outside business hours termination will be treated as taking effect from 9am on the next working day.

 

8.4     Without prejudice to any other right or remedy available to it, either Party may terminate these T&Cs forthwith by giving written notice to the other Party in the following circumstances:

 

8.4.1  any sum owing to that Party by the other Party under any of the provisions of these T&Cs is not paid in accordance with Clause 4;

 

8.4.2  the other Party commits any other breach of any of the provisions of these T&Cs and, if the breach is capable of remedy, fails to remedy it within 10 Business Days after being given written notice giving full particulars of the breach and requiring it to be remedied;

 

8.4.3  an encumbrancer takes possession, or where the other Party is a Freelancer, a receiver is appointed, of any of the property or assets of that other Party;

 

8.4.4  the other Party makes any voluntary arrangement with its creditors or, being a Freelancer, becomes subject to an administration order (within the meaning of the Insolvency Act 1986);

 

8.4.5  the other Party, being an individual or firm, has a bankruptcy order made against it or, being a Freelancer, goes into liquidation (except for the purposes of bona fide amalgamation or re-construction and in such a manner that the Freelancer resulting therefrom effectively agrees to be bound by or assume the obligations imposed on that other Party under this Agreement);

 

8.4.6  anything analogous to any of the foregoing under the law of any jurisdiction occurs in relation to the other Party;

 

8.4.7  that other Party ceases, or threatens to cease, to carry on business; or

 

8.4.8  control of that other Party is acquired by any person or connected persons not having control of that other Party on the date of this Agreement.  For the purposes of this Clause 8, “control” and “connected persons” shall have the meanings ascribed thereto by Sections 1124 and 1122 respectively of the Corporation Tax Act 2010.

 

8.5     For the purposes of sub-Clause 8.4.2, a breach shall be considered capable of remedy if the Party in breach can comply with the provision in question in all respects.

 

Upon the termination or expiry of these T&Cs for any reason:

8.6     any sum owing by either Party to the other under any of the provisions of these T&Cs shall become immediately due and payable. Where termination is requested by You after payment for the current month is received You will remain liable for remainder of the month in which You terminated the Services. In the case of a Project You will be liable for the Project on a time spent basis.

 

8.7     all licences granted to Social Media Wow by You in any client materials shall terminate immediately.

 

8.8     each Party shall (except to the extent referred to in Clause 13) immediately cease to use, either directly or indirectly, any Confidential Information belonging to the other Party and shall at the other Party’s request, either promptly return or destroy all such Confidential Information in its possession and/or control;

 

8.9     all Clauses which, either expressly or by their nature, relate to the period after the expiry or termination of these T&Cs shall remain in full force and effect;

 

8.10   termination shall not affect or prejudice any right to damages or other remedy which the terminating Party may have in respect of the event giving rise to the termination or any other right to damages or other remedy which any Party may have in respect of any breach of these T&Cs which existed at or before the date of termination; and

 

8.11   subject as provided in this Clause 8 and except in respect of any accrued rights neither Party shall be under any further obligation to the other.

 

  1. Liability

9.1     Social Media Wow (as an “Indemnifying Party”) hereby undertakes to indemnify You (as an “Indemnified Party”) and to keep You at all times fully indemnified from and against all losses arising as a result of any action or claim from Your use, possession or ownership of any and all materials created by Social Media Wow in the course of providing the Services constitutes an infringement of any Intellectual Property Rights belonging to a third party.

 

9.2     You (as an “Indemnifying Party”) hereby undertakes to indemnify Social Media Wow (as an “Indemnified Party”) and to keep Social Media Wow at all times fully indemnified from and against all losses arising as a result of any action or claim  against Social Media Wow's for the use of any client materials made available by You in the course of providing the Services which constitutes an infringement of any Intellectual Property Rights belonging to a third party.

 

9.3     In the event of an action or claim arising as under sub-Clauses 9.1 or 9.2, the Indemnifying Party shall have complete control over the litigation and/or settlement of the action or claim and shall keep the Indemnified Party fully informed of the same at reasonable intervals.

 

9.4     In the event of an action or claim arising as under sub-Clauses 9.1 or 9.2, the Indemnified Party shall:

 

9.4.1  Notify the Indemnifying Party immediately in writing upon becoming aware of the action or claim;

 

9.4.2  Make no admissions or attempt any settlements of the action or claim without the express written consent of the Indemnifying Party;

 

9.4.3  Provide the Indemnifying Party with all reasonable information and assistance reasonably required by the Indemnifying Party, at the Indemnifying Party’s cost, with respect to the action or claim; and

 

9.4.4  Allow the Indemnifying Party complete control over the litigation and/or settlement of the action or claim.

 

  1. Warranties

10.1   Each Party hereby warrants to the other that it has the full power and authority to enter into these T&Cs and to perform its respective obligations hereunder.

 

10.2   Social Media Wow represents, warrants, undertakes, and agrees that all content produced by Social Media Wow in the course of providing the Services shall be original (save to the extent that it incorporates any client materials), and shall not infringe any Intellectual Property Rights belonging to a third party.

 

10.3   Your represent, warrant, undertake and agree with Social Media Wow that all client materials shall not, under the laws of England and Wales, be obscene, blasphemous, offensive to religion, or defamatory of any person and shall not contain any material that has been obtained in violation of the Data Protection Act 2018, the Freedom of Information Act 2000, the Regulation of Investigatory Powers Act 2000, the Privacy and Electronic Communications (EC Directive) Regulations 2003, the Official Secrets Act 1989, or any similar domestic legislation and nothing contained in the Required Materials or other Client Materials will, if published, constitute a contempt of court.

 

  1. Limitation of Liability

11.1   Subject to sub-Clause 11.2, neither Party shall be liable to the other for any loss of profit, indirect, special or consequential loss or damages.

 

11.2   Nothing in these T&Cs shall exclude or limit either Party’s liability for death or personal injury resulting from its negligence, fraud or fraudulent misrepresentation, any breach of Clause 10 the indemnities in sub-Clauses 10.1 and 10.2, or other form of liability that cannot be excluded or limited by law.

 

11.3   Subject to sub-Clause 11.1 and 11.2, each Party’s total liability to the other in respect of any claims arising out of, or in connection with these T&Cs whether in contract, tort (including negligence), breach of statutory duty or otherwise, shall not exceed:

 

11.3.1     in the case of the Services being provided on a monthly basis the total sums paid or payable by You for the Services provided in one calendar month; or

 

11.3.2     in the case of the Services being provided on a Project basis, the total sums paid or payable by You for the Project.

 

  1. Data Protection

12.1   All personal information that Social Media Wow may use will be collected, processed, and held in accordance with the provisions of the Data Protection Act 2018, the UK General Data Protection Regulation (“UKGDPR”) and Your rights under the UKGDPR and any adaptation of the same which the UK implements.

 

  1. Confidentiality

13.1   Each Party shall, at all times during the continuance of the Agreement and for 2 years after its termination:

 

13.1.1     keep confidential all Confidential Information;

13.1.2     not disclose any Confidential Information to any other party;

13.1.3     not use any Confidential Information for any purpose other than as contemplated by and subject to the terms of the Agreement;

13.1.4     not make any copies of, record in any way or part with possession of any Confidential Information; and

13.1.5     ensure that none of its directors, officers, employees, agents, sub-contractors or advisers does any act which, if done by that Party, would be a breach of the provisions of sub-Clauses 13.1.1 to 113.1.4 above.

 

13.2   Either Party may:

 

13.2.1     disclose any Confidential Information to:

 

13.2.1.1   any sub-contractor or supplier of that Party;

13.2.1.2   any governmental or other authority or regulatory body; or

13.2.1.3   any employee or officer of that Party or of any of the aforementioned persons, parties or bodies;

 

to such extent only as is necessary for the purposes contemplated by the Agreement (including, but not limited to, the provision of the Services), or as required by law.  In each case that Party shall first inform the person, party or body in question that the Confidential Information is confidential and (except where the disclosure is to any such body under sub-Clause 11.2.1.2 or any employee or officer of any such body) obtaining and submitting to the other Party a written confidentiality undertaking from the party in question. Such undertaking should be as nearly as practicable in the terms of this Clause 11, to keep the Confidential Information confidential and to use it only for the purposes for which the disclosure is made; and

 

13.2.2     use any Confidential Information for any purpose, or disclose it to any other person, to the extent only that it is at the date of the Agreement, or at any time after that date becomes, public knowledge through no fault of that Party. In making such use or disclosure, that Party must not disclose any part of the Confidential Information which is not public knowledge.

 

13.3   The provisions of this Clause 13 shall continue in force in accordance with their terms, notwithstanding the termination of the Services.

 

  1. Data Processing

14.1   In this Clause 14, “personal data”, “data subject”, “data controller”, “data processor”, and “personal data breach” shall have the meaning defined in Article 4 of the UK GDPR.

 

14.2   The Parties hereby agree that they shall both comply with all applicable data protection requirements set out in the Data Protection Legislation. This Clause 14 shall not relieve either Party of any obligations set out in the Data Protection Legislation and does not remove or replace any of those obligations.

 

14.3   For the purposes of the Data Protection Legislation and for this Clause 14, the Client, namely You is the “Data Controller” and “Social Media Wow” is the “Data Processor”.

 

14.4   The type(s) of personal data, the scope, nature and purpose of the processing, and the duration of the processing will be provided to You and Entitled “Data Processing Schedule”.

 

14.5   The Data Controller shall ensure that it has in place all necessary consents and notices required to enable the lawful transfer of personal data to the Data Processor for the purposes described in the Proposal and these T&Cs.

 

14.6   The Data Processor shall, with respect to any personal data processed by it in relation to its performance of any of its obligations under these T&Cs:

 

14.6.1     Process the personal data only on the written instructions of the Data Controller unless the Data Processor is otherwise required to process such personal data by law. The Data Processor shall promptly notify the Data Controller of such processing unless prohibited from doing so by law.

14.6.2     Ensure that it has in place suitable technical and organisational measures (as approved by the Data Controller) to protect the personal data from unauthorised or unlawful processing, accidental loss, damage or destruction. Such measures shall be proportionate to the potential harm resulting from such events, taking into account the current state of the art in technology and the cost of implementing those measures. Measures to be taken are set out in the Data Processing Schedule.

14.6.3     Ensure that any and all staff with access to the personal data (whether for processing purposes or otherwise) are contractually obliged to keep that personal data confidential; and

14.6.4     Not transfer any personal data outside of the UK without the prior written consent of the Data Controller and only if the following conditions are satisfied:

 

14.6.4.1   The Data Controller and/or the Data Processor has/have provided suitable safeguards for the transfer of personal data;

14.6.4.2   Affected data subjects have enforceable rights and effective legal remedies;

14.6.4.3   The Data Processor complies with its obligations under the Data Protection Legislation, providing an adequate level of protection to any and all personal data so transferred; and

14.6.4.4   The Data Processor complies with all reasonable instructions given in advance by the Data Controller with respect to the processing of the personal data.

 

14.6.5     Assist the Data Controller at the Data Controller’s cost, in responding to any and all requests from data subjects in ensuring its compliance with the Data Protection Legislation with respect to security, breach notifications, impact assessments, and consultations with supervisory authorities or regulators (including, but not limited to, the Information Commissioner’s Office);

14.6.6     Notify the Data Controller without undue delay of a personal data breach;

14.6.7     On the Data Controller’s written instruction, delete (or otherwise dispose of) or return all personal data and any and all copies thereof to the Data Controller on termination of these T&Cs unless it is required to retain any of the personal data by law; and

14.6.8     Maintain complete and accurate records of all processing activities and technical and organisational measures implemented necessary to demonstrate compliance with this Clause 14 and to allow for audits by the Data Controller and/or any party designated by the Data Controller.

 

14.7   The Data Processor shall not sub-contract any of its obligations with respect to the processing of personal data under this Clause 14.

 

14.8   Either Party may, at any time, and on at least 30 calendar days notice, alter this Clause 14, replacing it with any applicable data processing clauses or similar terms that form part of an applicable certification scheme. Such terms shall apply and replace this Clause 14 by attachment to this Agreement

 

  1. Force Majeure

15.1   No Party to these T&Cs will be liable for any failure or delay in performing their obligations 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 that is beyond the control of the Party in question.

 

15.2   In the event that a Party to these T&Cs cannot perform their obligations thereunder as a result of force majeure for a continuous period of 3 months, the other Party may at its discretion terminate these T&Cs by written notice at the end of that period.  In the event of such termination, the Parties shall agree upon a fair and reasonable payment for all Services completed up to the date of termination.  Such payment shall take into account any prior contractual commitments entered into in reliance on the performance of the Project.

 

  1. No Waiver

No failure or delay by either Party in exercising any of its rights under the T&Cs shall be deemed to be a waiver of that right, and no waiver by either Party of a breach of any provision of the T&Cs shall be deemed to be a waiver of any subsequent breach of the same or any other provision.

  1. Further Assistance

Each Party shall execute and do all such further deeds, documents and things as may be necessary to carry the provisions of the T&Cs and Proposal into full force and effect.

 

  1. Costs

Subject to any provisions to the contrary each Party shall pay its own costs of and incidental to the negotiation, preparation, execution and carrying into effect of the T&Cs.

 

  1. Set-Off

Neither Party shall be entitled to set-off any sums in any manner from payments due or sums received in respect of any claim under the T&Cs, Proposal or any other agreement at any time.

 

  1. Assignment and Sub-Contracting

20.1   The T&Cs shall be personal to the Parties.  Neither Party may assign, mortgage, charge (otherwise than by floating charge) or sub-licence or otherwise delegate any of its rights thereunder, or sub-contract or otherwise delegate any of its obligations thereunder without the written consent of the other Party, such consent not to be unreasonably withheld.

 

20.2   Social Media Wow shall be entitled to perform any of the obligations undertaken by it through any other member of its group or through suitably qualified and skilled sub-contractors.  Any act or omission of such other member or sub-contractor shall, for the purposes of the T&Cs, be deemed to be an act or omission of Social Media Wow.

  1. Time

The Parties agree that the times and dates referred to in the T&Cs are for guidance only and are not of the essence of the T&Cs and may be varied by mutual agreement between the Parties.

 

  1. Relationship of the Parties

Nothing in the T&Cs shall constitute or be deemed to constitute a partnership, joint venture, agency or other fiduciary relationship between the Parties other than the contractual relationship expressly provided for in these T&C.

 

  1. Third Party Rights

No part of the T&Cs is intended to confer rights on any third parties and accordingly the Contracts (Rights of Third Parties) Act 1999 shall not apply to the T&Cs.

  1. Notices

24.1   All notices under the T&Cs shall be in writing and be deemed duly given:

 

24.1.1     when delivered, if delivered by courier or other messenger (including registered mail) during normal business hours of the recipient; or

24.1.2     when sent, if transmitted by e-mail and a successful transmission report or return receipt is generated; or

24.1.3     on the fifth business day following mailing, if mailed by national ordinary mail, postage prepaid; or

24.1.4     on the tenth business day following mailing, if mailed by airmail, postage prepaid.

In each case notices shall be addressed to the most recent address, e-mail address notified to the other Party.

 

  1. Entire Agreement

25.1   The T&Cs contains the entire agreement between the Parties with respect to its subject matter and may not be modified except by an instrument in writing signed by the duly authorised representatives of the Parties.

 

25.2   Each Party shall acknowledge that, in entering into these T&Cs, it does not rely on any representation, warranty or other provision except as expressly provided in these T&Cs, and all conditions, warranties or other terms implied by statute or common law are excluded to the fullest extent permitted by law.

 

  1. Severance

In the event that one or more of the provisions of these T&Cs is found to be unlawful, invalid or otherwise unenforceable, that those provision(s) shall be deemed severed from the remainder of the T&Cs.  The remainder of the T&Cs shall be valid and enforceable.

 

  1. Intellectual Property

27.1   All Intellectual Property Rights subsisting in any client materials provided by You shall at all times remain Your property (or its licensors, as appropriate).  Nothing in these T&Cs shall vest any rights in any material provided by, or otherwise belonging to You (or its licensors, as appropriate) in Social Media Wow.  You hereby grant to Social Media Wow, a non-exclusive, non-transferable, revocable, worldwide licence to use any and all client materials for the purposes of providing the Services in accordance with these T&Cs.

 

27.2   Social Media Wow shall retain the ownership of any and all Intellectual Property Rights that may subsist in the processes used or anything produced by Social Media Wow that is used in the course of Social Media Wow's business for providing the Services. Social Media Wow shall be deemed to automatically grant a royalty-free, non-exclusive licence of any and all such rights to You to use the same in accordance with the terms of these T&Cs and the Services.

 

27.3   Upon receipt in full by Social Media Wow of all sums due, the copyright and any and all other Intellectual Property Rights subsisting in Services (save for where the Services include Consultancy) created by Social Media Wow for You shall be assigned to You and Social Media Wow shall be deemed to have waived any and all moral rights in respect of the same.  Social Media Wow shall execute all documents and take all actions necessary or reasonably requested by You to document, obtain, maintain, perfect or assign its rights in such content.

 

27.4   Once assigned You hereby grant a royalty-free, non-exclusive licence to Social Media Wow which shall continue after the termination of these T&Cs, to use any of the Services works in promotional material. You may revoke the licence by giving Social Media Wow notice in writing of not less than 30 days.

Consultancy

27.5   You understand that where the Services provided to you include that of Consultancy the intellectual property cannot be assigned to You.

 

  1. Law and Jurisdiction

These T&Cs (including any non-contractual matters and obligations arising therefrom or associated therewith) shall be governed by, and construed in accordance with, the laws of England and Wales.

 

By agreeing these T&Cs both Parties understand that a legally binding Contract, under these terms, has been agreed and will be in force.

DATA PROCESSING SCHEDULE

 

  1. Data Processing

 

Scope

We collect all relevant data required to carry out this service for you.

 

Nature

We will only collect the minimum required information to enable us to carry out these services.

 

Purpose

To enable us to carry out the services as outlined in the Proposal.

 

Duration

Throughout the duration of the service and for a maximum of 12 months thereafter unless longer retention is required by Statute.

 

  1. Types of Personal Data

 

Name

Address

Email

Telephone Number

 

  1. Categories of Data Subject

 

Suppliers

Customers

Contractors

 

 

  1. Organisational and Technical Data Protection Measures

 

Password protection

Anti-virus software