NETZOLL LTD — TERMS AND CONDITIONS OF BUSINESS
1. Definitions
In these Conditions, the following definitions apply:
“Agency” means Netzoll Ltd, a company registered in England and Wales.
“Client” means the person, company or organisation that engages or agrees to engage the Agency for the supply of Services.
“Conditions” means these terms and conditions of business, together with any special terms agreed in writing between the parties.
“Services” means the digital marketing, web design, SEO, paid media, social media, and related services supplied by the Agency to the Client as set out in the Order.
“Price” means the fees payable for the Services as set out in the Order, excluding VAT.
“Order” means the Client’s written acceptance of the Agency’s proposal or quotation.
“Intellectual Property Rights” means all patents, rights to inventions, copyright and related rights, trade marks, business names, domain names, rights in get-up, goodwill, rights in designs, database rights, rights to use and protect confidential information (including know-how), and all other intellectual property rights, whether registered or unregistered, including all applications and renewals of such rights, subsisting anywhere in the world.
2. Conditions
2.1 These Conditions form the basis of the contract between the Agency and the Client and exclude all other terms and conditions, including any standard terms the Client may seek to apply.
2.2 All orders for Services are deemed to be an offer by the Client to purchase Services pursuant to these Conditions.
2.3 Commencement of the Services shall be conclusive evidence of the Client’s acceptance of these Conditions.
2.4 These Conditions may only be varied by written agreement signed by a director of the Agency.
2.5 These Conditions represent the entire agreement between the parties in relation to the subject matter and supersede all previously issued terms.
3. Payment and Interest
3.1 Payment of the Price and any applicable VAT shall be due by the date set out on the Agency’s invoice.
3.2 Interest on overdue invoices shall accrue from the due date on a daily basis at a rate of 8% per annum above the Bank of England base rate in force at the time, both before and after any judgment.
3.3 The Client shall pay all invoices in full without exercising any right of set-off or counterclaim.
3.4 The Client shall be responsible for all reasonable debt recovery costs and legal fees incurred by the Agency in connection with unpaid invoices.
3.5 If any invoice remains unpaid beyond 14 days of its due date, the Agency reserves the right to suspend all Services until the outstanding balance is settled in full. The Agency shall not be liable for any loss or delay arising from such suspension.
4. Supply of Services
4.1 The Agency shall provide the Services in accordance with any brief and deadlines agreed with the Client.
4.2 The Agency shall carry out the Services in a professional and diligent manner, applying reasonable technical and creative skill.
4.3 The Agency shall use reasonable endeavours to meet agreed deliverables and deadlines.
4.4 The Agency is free to accept engagements from other clients provided those engagements do not create a material conflict of interest.
4.5 The Agency may utilise suitably qualified and experienced personnel or subcontractors to deliver the Services at its discretion.
4.6 The Agency has the right to substitute personnel, provided the replacement is of equivalent knowledge and experience. The Client may reasonably object to a proposed substitution. Any substitution shall be at no additional cost to the Client and the Agency shall remain responsible for all obligations under the agreement.
4.7 The Agency shall keep the Client reasonably informed of progress and shall provide updates on request.
5. Client’s Obligations
5.1 The Client shall:
5.1.1 Ensure that the details of the Order are complete and accurate;
5.1.2 Cooperate with the Agency in all matters relating to the Services;
5.1.3 Provide the Agency with timely access to all information, materials, accounts, and platforms reasonably required to perform the Services, and ensure such information is accurate in all material respects;
5.1.4 Obtain and maintain all necessary licences, permissions, and consents required before the Services commence; and
5.1.5 Keep and maintain all Agency materials and property provided to the Client in safe custody and good condition, and return them on request.
5.2 If the Agency’s performance is prevented or delayed by any act or omission of the Client (Client Default):
5.2.1 The Agency may suspend performance of the Services until the Client Default is remedied;
5.2.2 The Agency shall not be liable for any costs or losses arising from that suspension; and
5.2.3 The Client shall reimburse the Agency for any costs or losses directly caused by the Client Default.
6. Confidentiality
6.1 The Agency acknowledges that in the course of providing the Services it may receive confidential information relating to the Client’s business, finances, clients, and suppliers (Confidential Information). The Agency undertakes to:
6.1.1 Use Confidential Information only in connection with the provision of the Services during the term of this agreement; and
6.1.2 Not disclose Confidential Information to any third party without the Client’s prior written consent, except as required by law.
6.2 These obligations cease to apply to information that enters the public domain through no fault of the Agency.
7. Intellectual Property Rights
7.1 All Intellectual Property Rights in any work or deliverables created by the Agency in the course of providing the Services shall remain the property of the Agency until payment in full has been received for all outstanding invoices. Upon receipt of full payment, the Agency assigns to the Client all such Intellectual Property Rights. The Agency agrees to execute any documents reasonably required to give effect to this assignment.
7.2 The Agency undertakes to:
7.2.1 Notify the Client promptly in writing of any Intellectual Property Rights created in the course of the Services;
7.2.2 Keep details of all Intellectual Property Rights confidential;
7.2.3 Deliver to the Client all documents, files, and records relating to the Services and their creation upon termination or on request; and
7.2.4 Not register any Intellectual Property Rights unless specifically requested to do so by the Client.
7.3 The Agency warrants that:
7.3.1 It has not granted and will not grant permission to any third party to use the Intellectual Property Rights;
7.3.2 It is not aware of any third party use of the Intellectual Property Rights; and
7.3.3 Use of the Intellectual Property Rights will not infringe the rights of any third party.
7.4 No additional fees or compensation beyond those agreed in the Order are due in respect of the Agency’s obligations under this clause.
7.5 The Agency waives all moral rights under the Copyright, Designs and Patents Act 1988 in any works created in connection with the Services.
8. Limitation of Liability
8.1 Nothing in these Conditions excludes or limits the Agency’s liability for:
8.1.1 Death or personal injury caused by its negligence;
8.1.2 Fraud or fraudulent misrepresentation; or
8.1.3 Any other liability that cannot be excluded or limited by applicable law.
8.2 Subject to clause 8.1:
8.2.1 The Agency shall not be liable to the Client for any loss of profit, loss of revenue, loss of data, or any indirect or consequential loss, however arising; and
8.2.2 The Agency’s total aggregate liability to the Client under or in connection with this agreement, whether in contract, tort (including negligence), breach of statutory duty or otherwise, shall not exceed £100,000.
8.3 This clause 8 shall survive termination of the agreement.
9. Termination
9.1 Following an initial contract period of three months, either party may terminate this agreement by giving not less than 30 days’ written notice to the other.
9.2 Either party may terminate this agreement immediately by written notice if the other party:
9.2.1 Is in material or persistent breach of any term of this agreement;
9.2.2 Persistently neglects or becomes incapable of performing its obligations;
9.2.3 Becomes insolvent, enters administration, is wound up, or makes any arrangement with its creditors;
9.2.4 Has a change of control that materially affects its ability to perform its obligations; or
9.2.5 Takes any action that is materially prejudicial to the interests or reputation of the other party.
10. Consequences of Termination
10.1 On termination or expiry of this agreement for any reason, the Agency shall promptly return to the Client all property, materials, documents, and data belonging to the Client.
10.2 The Client shall immediately pay all outstanding invoices. The Agency may submit a final invoice for any Services performed but not yet invoiced, which shall be payable immediately on receipt.
10.3 Where payment of outstanding invoices is not received by the date of termination, ownership of any deliverables or work in progress shall not transfer to the Client until all sums due have been paid in full.
10.4 Termination does not affect any accrued rights, remedies, or liabilities of either party.
11. Indemnification
The Client shall indemnify the Agency and hold it harmless against any claims, losses, costs (including reasonable legal fees), or proceedings brought against the Agency arising from work prepared and approved by the Client or based on materials, information, or instructions provided by the Client, except to the extent caused by the Agency’s own negligence or wilful misconduct.
The Agency shall not be liable for any indirect, incidental, special, consequential, or punitive damages arising out of the Services. The Agency’s maximum liability shall not exceed the total fees received under the relevant Order.
12. Non-Solicitation
During the term of this agreement and for a period of 12 months following its termination or expiry, neither party shall directly or indirectly solicit or seek to employ or engage any employee, contractor, or consultant of the other party who was materially involved in the delivery of the Services, without prior written consent from the other party.
13. Marketing and Case Studies
The Client grants the Agency permission to reference the existence of the working relationship and the nature of the Services in the Agency’s marketing materials, website, case studies, or portfolio, unless the Client notifies the Agency in writing that it objects to such use.
14. Insurance
14.1 The Agency shall maintain throughout the term of this agreement adequate professional indemnity insurance and shall provide evidence of that insurance to the Client on request.
14.2 The Agency shall maintain adequate public liability insurance covering all contractors and employees engaged in delivering the Services and shall provide evidence on request.
15. Data Protection
15.1 Both parties shall comply with all applicable data protection legislation, including the UK GDPR and the Data Protection Act 2018.
15.2 For the purposes of applicable data protection law, the Client is the data controller and the Agency is the data processor in respect of any personal data processed in connection with the Services.
15.3 The Client warrants that it has all necessary consents and notices in place to lawfully transfer personal data to the Agency for the purposes of the Services.
16. Entire Agreement
16.1 This agreement constitutes the entire agreement between the parties relating to its subject matter and supersedes all prior agreements, representations, and understandings between them, whether written or oral.
16.2 Neither party shall have any claim for innocent or negligent misrepresentation based on any statement in this agreement.
17. Force Majeure
17.1 Neither party shall be in breach of this agreement or liable for any delay or failure to perform its obligations where that failure is caused by circumstances beyond its reasonable control, including but not limited to acts of God, natural disasters, pandemic or epidemic, war, terrorism, civil unrest, government action, or failure of third-party services or infrastructure.
17.2 The affected party shall notify the other promptly and take reasonable steps to mitigate the effect of such circumstances.
18. Severability
If any provision of this agreement is found to be invalid, illegal, or unenforceable by a court of competent jurisdiction, that provision shall be severed and the remaining provisions shall continue in full force and effect.
19. Waiver
No waiver of any right or remedy under this agreement or applicable law is effective unless made in writing. Failure to exercise or delay in exercising any right or remedy shall not constitute a waiver of that right or remedy or any other right or remedy.
20. Governing Law and Jurisdiction
20.1 This agreement and any dispute or claim arising out of or in connection with it shall be governed by and construed in accordance with the law of England and Wales.
20.2 Each party irrevocably submits to the exclusive jurisdiction of the courts of England and Wales to resolve any dispute or claim arising under or in connection with this agreement.