Standard Service TERMS AND CONDITIONS
easyMarketing (the “Service Provider”) provides marketing services to business clients. The Service Provider has reasonable skill, knowledge and experience in that field. These Terms and Conditions shall apply to the provision of services by the Service Provider to its clients.
1. Definitions and Interpretation
- In these Terms and Conditions, unless the context otherwise requires, the following expressions have the following meanings:
|“Agreement”||means the agreement entered into by the Service Provider and the Client incorporating these Terms and Conditions (or variation thereof agreed upon by both Parties) which shall govern provision of the Services;|
|“Business Day”||means, any day (other than Saturday or Sunday) on which ordinary banks are open for their full range of normal business;|
|“Client”||means the party procuring the Services from the Service Provider who shall be identified in the Agreement;|
|“Commencement Date”||means the date on which provision of the Services will commence, as defined in the Agreement;|
|“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 the Agreement (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);|
|“Data Protection Legislation”||means all applicable legislation in force from time to time in the United Kingdom applicable to data protection and privacy including, but not limited to, the UK GDPR (the retained EU law version of the General Data Protection Regulation ((EU) 2016/679), as it forms part of the law of England and Wales, Scotland, and Northern Ireland by virtue of section 3 of the European Union (Withdrawal) Act 2018); the Data Protection Act 2018 (and regulations made thereunder); and the Privacy and Electronic Communications Regulations 2003 as amended;|
|“Fees”||means any and all sums due under the Agreement from the Client to the Service Provider, as specified in the Agreement;|
|“Programme”||means a schedule for the provision of the Services which shall set out relevant dates and times for the Services as set out in the Agreement;|
|“Project”||means the project in relation to which the Service Provider is to provide the Services, as fully described in the Agreement;|
|“Services”||means the services to be provided by the Service Provider to the Client in accordance with Clause 2 of the Agreement, as fully defined in the Agreement, and subject to the terms and conditions of the Agreement;|
|[“Specified Contractor”]||[means a third-party consultant or contractor appointed in accordance with Clause 4 of the Agreement who shall be instructed by the Service Provider as identified in the Programme; and]|
|“Term”||means the term of the Agreement as defined therein.|
- Unless the context otherwise requires, each reference in these Terms and Conditions to:
2. Provision of the Services
3. Client’s Obligations
4. Appointment of Third-Party Consultants and Contractors
5. Fees, Payment and Records
6. Liability, Indemnity and Insurance
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 184.108.40.206 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 Clause 8 of the Agreement, to keep the Confidential Information confidential and to use it only for the purposes for which the disclosure is made; and
9. Force Majeure
10. Term and Termination
11. Effects of Termination
Upon the termination of the Agreement for any reason:
12. Data Protection
The Service Provider will only use the Client’s personal information as set out in the Service Provider’s CRM system available from SK Building, Birchall Street, Digbeth, Birmingham, B12 0RP.
13. Data Processing
- In this Clause 13 and in the Agreement, “personal data”, “data subject”, “data controller”, “data processor”, and “personal data breach” shall have the meaning defined in Article 4 of the UK GDPR.
- [All personal data to be processed by the Service Provider on behalf of the Client, subject to these Terms and Conditions and/or the Agreement, shall be processed in accordance with the terms of a Data Processing Agreement into which the Parties shall enter before any personal data is processed.]
14. No Waiver
No failure or delay by either Party in exercising any of its rights under the Agreement shall be deemed to be a waiver of that right, and no waiver by either Party of a breach of any provision of the Agreement shall be deemed to be a waiver of any subsequent breach of the same or any other provision.
15. Further Assurance
Each Party shall execute and do all such further deeds, documents and things as may be necessary to carry the provisions of the Agreement into full force and effect.
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 Agreement.
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 Agreement or any other agreement at any time.
18. Assignment and Sub-Contracting
[Subject to sub-Clause 18.2] The Agreement shall be personal to the Parties. Neither Party may assign, mortgage, charge (otherwise than by floating charge)
- [All times and dates referred to in the Agreement shall be of the essence of the Agreement.]
20. Relationship of the Parties
Nothing in the Agreement 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 the Agreement.
22. Third Party Rights
- No part of the Agreement is intended to confer rights on any third parties and accordingly the Contracts (Rights of Third Parties) Act 1999 shall not apply to the Agreement.
- Subject to Clause 22 of the Agreement, the Agreement shall continue and be binding on the transferee, successors and assigns of either Party as required.
- All notices under the Agreement shall be in writing and be deemed duly given if signed by, or on behalf of, a duly authorised officer of the Party giving the notice.
In each case notices shall be addressed to the most recent address, e-mail address, or facsimile number notified to the other Party.
24. Entire Agreement
- [Subject to the provisions of Clause 13, the] OR [The] Agreement 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.
The Agreement may be entered into in any number of counterparts and by the Parties to it on separate counterparts each of which when so executed and delivered shall be an original, but all the counterparts together shall constitute one and the same instrument.
In the event that one or more of the provisions of the Agreement and/or of these Terms and Conditions is found to be unlawful, invalid or otherwise unenforceable, that / those provision(s) shall be deemed severed from the remainder of the Agreement and/or these Terms and Conditions. The remainder of the Agreement and/or these Terms and Conditions shall be valid and enforceable.