SERVICES TERMS AND CONDITIONS  

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1.  Definitions  

In these terms and conditions:  

a) "Services" means the provision by Twenty One Twelve Marketing Ltd. to Client of the services described in the Description of Work overleaf. b) “Project Staff” means employees of, consultants to, and subcontractors of Twenty  One Twelve Marketing. who are or have been directly involved with the provision of the Services or with Twenty One  Twelve Marketing’s product development. c) "Commencement Date" means the date on which the provision of the  Services will commence. d) "Estimated Period" means the period of time from the Commencement Date in which  the Services are estimated to be provided. e) "Fees" means the fees payable for the Services set out overleaf. f)  “Notice Period” means the period of time that either party must give the other in order to terminate this Agreement.  

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2. Provision of services  

2.1 With effect from the Commencement Date Twenty One Twelve Marketing will provide the Services to Client.
2.2  Where Project Staff work on Client's site they will abide by the safety and security regulations provided to them by  Client. It is assumed that access will be provided to specific premises, computer installations, and key staff during  normal working hours and at other times by arrangement with the Client's project co-ordinator.
2.3 Unless otherwise  specified in the description of Fees overleaf, Fees are based on Project Staff working normal hours (9.00am - 5.00pm  Monday to Friday). Where Services are taking place outside the Twenty One Twelve Marketing.'s office hours, Twenty One  Twelve Marketing will charge reasonable travel and subsistence costs incurred, subject to prior approval by Client, in  addition to the Fees. This will not apply to meetings but may apply if the team is required on-site for events or onsite  work.
2.4 The copyright and any other intellectual property rights in and to any documents drawings, charts, data,  computer programs and software (and any modifications thereto) relating to any of Twenty One Twelve Marketing’s  products that is used in the course of the provision of the Services will remain the sole property of Twenty One Twelve Marketing. The copyright and any other intellectual property rights in and to any documents drawings, charts,  data, computer programs and software (and any modifications thereto), relating to Client’s internet-based website and/or any other of Client’s products provided by Client or used during the provision of the Services will remain the sole property of Client.


3. Payment for Service  

3.1 Client agrees to pay the Fees in full on receipt of Twenty One Twelve Marketing's invoices to Client within the  terms of invoice as per the front page of this document which will specify the amount due and the Services in respect  of which payment is claimed. Value Added Tax will, where applicable, be payable by Client in addition to the Fees  specified above.
3.2 In addition to the Fees and where necessary and previously agreed you the Client will pay  Twenty One Twelve Marketing’s reasonable costs incurred for travel and living and for consumable supplies (where  Twenty One Twelve Marketing staff are required to work outside their main Twenty One Twelve Marketing office). No  expenses shall be payable where not authorised in writing by Client in advance.
3.3 Without prejudice to Twenty One  Twelve Marketing's other rights and remedies Twenty One Twelve Marketing reserves the right to charge interest on the amount of any delayed payment at the Bank of England Base Rate + 8% per month or the maximum lawful rate whichever is the greater  on a day to day basis from thirty (30) days from the date of Twenty One Twelve Marketing’s invoice(s) until payment  has been made in full.  A late fee will also be imposed of £500 if an invoice is over 30 days overdue.

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4. Liability  

4.1 Twenty One Twelve Marketing. will investigate any complaint by Client that any of the Services are defective or  have been provided in a negligent manner. If agreed by the parties that a complaint is valid, Twenty One Twelve  Marketing will use all best endeavours to remedy the complaint by the provision of additional or modified Services at  no charge to Client.
4.2 Twenty One Twelve Marketing’s undertakings in its written proposal sent by email and these terms and conditions constitute the sole contractual obligation of Twenty One Twelve Marketing.  with regard to Client or the Services or of any result produced by the Services. All warranties, conditions and  representations express, implied, statutory or otherwise and whether arising under any prior agreement or in oral or  written statements made by or on behalf of Twenty One Twelve Marketing in the course of negotiations with Client or  its representatives are hereby excluded.
4.3 Twenty One Twelve Marketing shall not in any event be liable for any  special, incidental or consequential loss or damage including loss of business or profits or of data or information howsoever arising.
4.4 Nothing herein shall limit Twenty One Twelve Marketing's liability for death or personal injury  caused by its negligence.
4.5 Any claim against Twenty One Twelve Marketing. in respect of negligence must be  made in writing within one month from the end of the month in which Client becomes aware of the events giving rise  to the claim but in any event not later than three months following the completion of the part of the Service giving rise  to such claim.
4.6 Save as provided above and irrespective of the cause or form of action the aggregate liability of  Twenty One Twelve Marketing to Client hereunder or otherwise shall in no event exceed the amount of damages  which are typical and foreseeable, and in any event shall not exceed the aggregate total of the amounts paid by  Client to Twenty One Twelve Marketing. under this Agreement, whether or not due to breach of warranty, breach of  any obligation, negligence, strict liability or other claim or cause of action.
4.7 If either party shall be delayed in its  performance of any obligation hereunder or be prevented from performing any such obligation due to causes or  events beyond its control, including without limitation any act of God, fire, strike or other labour problem, legal action,  present or future law, government order, rule or regulation, such delay or non-performance shall be excused and the  time for performance shall be extended to include the period of such delay or non-performance.  

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5.  Confidentiality  

The parties acknowledge and agree that in performing the Services for Client they and/or their employees, agents or  sub-contractors will have access to confidential information belonging to the other. The parties undertake not to  utilise any such confidential information for any purpose other than as required in the performance of this Agreement  and not to disclose or otherwise make available the whole or any part of such confidential information to any third  party except where necessary to its employees, agents or sub-contractors engaged in the performance of the  Services. The parties further undertake to instruct such employees, agents or sub-contractors not to disclose such  confidential information to any third party and to enter into confidentiality agreements with them containing the  substance of this Clause and requiring them to maintain confidentiality of such confidential information.  

During the provision of The Service, Twenty One Twelve Marketing and Client shall follow the ‘data protection  principles' laid out by ICO, GDPR, PECR or other laws within regions we will operate within. Both will make sure customers information is used fairly and lawfully; used for limited, specifically stated  purposes; used in a way that is adequate, relevant and not excessive; accurate; kept for no longer than is absolutely  necessary; handled according to people’s data protection rights; kept safe and secure; not transferred outside the U K without adequate protection. 

 

6.  Assignment  

Neither Twenty One Twelve Marketing nor Client may assign any of its rights or delegate any of its obligations  hereunder without the prior consent of the other party. However, subject to receiving prior written notice, Twenty One Twelve Marketing. consents that Client may assign this Agreement to an Affiliated Entity. For the purpose of this  Agreement, “Affiliated Entity” shall mean a company that is owned and controlled by Client.  

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7.  Termination  

Either party may terminate this Agreement by giving the other three month’s prior written notice after the initial period, unless the initial period is renegotiated. Please note, any monies owed on the account will still need to be settled, including the bill for the ‘notice’ quarter. This clause is void if a new contract, mutually agreed by both parties, is put in place to supersede this legal document.  

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8.  General  

8.1 This Agreement shall be governed by and construed in accordance with the laws of England and the parties  hereby submit to the non-exclusive jurisdiction of the English courts.
8.2 These terms and conditions can only be  varied by a written amendment signed by a director of Twenty One Twelve Marketing and an authorised signatory of  Client.
8.3 If any of the provisions of this Agreement are invalid or become illegal or unenforceable then to that extent  the offending provisions shall be deemed omitted and shall not effect the enforceability of the remaining provisions  hereof which shall remain in full force and effect.
8.4 Neither party shall make public the existence of or the details of  this Agreement without the prior written consent of the other.

 

9. Software

9.1 Additional software costs contingent on providing the service will, unless previously agreed, need to be paid by the client. Any additional software used must be pre-agreed by both parties before being added to an invoice.