- Definitions
1.1 “Agency” refers to Digitisory, a social media marketing agency.
1.2 “Client” refers to the individual, company, or entity engaging the services of the Agency.
1.3 “Services” refers to the social media marketing services provided by the Agency, including but not limited to Facebook ads, Google Ads, Tik Tok Ads, copywriting, reviews, and referrals via SAAS.
1.4 “Agreement” refers to the terms and conditions outlined in this document, along with any other written or verbal agreements made between the Agency and the Client.
2. Services
2.1 The Agency agrees to provide the Services to the Client, as detailed in a separate written or verbal agreement.
2.2 The Client agrees to provide the Agency with all necessary access and materials required for the successful execution of the Services.
2.3 The Agency may, at its discretion, subcontract any portion of the Services.
3. Payment
3.1 The Client agrees to pay the Agency the agreed fees for the Services, as outlined in a separate written or verbal agreement. All payments are to be made upfront and in advance before the Agency commences the provision of the Services.
3.2 The Client agrees to pay all invoices within the payment terms specified on the invoice.
3.3 If the Client fails to make payment within the agreed payment terms, the Agency reserves the right to suspend or terminate the Services.
4. Confidentiality
4.1 Both parties agree to maintain confidentiality regarding any sensitive or proprietary information shared during the course of their working relationship, including but not limited to strategies, tactics, and client lists.
4.2 This confidentiality clause remains in effect even after the termination of the Agreement.
5. Intellectual Property
5.1 The Agency retains all intellectual property rights to any materials, strategies, and content created during the course of providing the Services, unless otherwise agreed in writing.
5.2 The Client is granted a non-exclusive, non-transferable license to use the materials, strategies, and content provided by the Agency solely for the purposes outlined in the Agreement.
6. Limitation of Liability
6.1 The Agency shall not be held liable for any indirect, consequential, or incidental damages arising from the provision of the Services, including but not limited to loss of profit, loss of business, or loss of goodwill.
6.2 The Agency’s total liability to the Client for any claims arising from the provision of the Services shall be limited to the total fees paid by the Client to the Agency.
7. Indemnity
7.1 The Client agrees to indemnify and hold the Agency harmless from any claims, damages, or expenses arising from the Client’s misuse of the Services, violation of any laws or regulations, or breach of the Agreement.
8. Termination and Cooling-Off Period
8.1 The Client acknowledges and agrees that, as a business-to-business (B2B) agreement, they do not have the right to a cooling-off period, as would be the case in a business-to-consumer (B2C) arrangement. The Client waives any rights to cancel the Agreement based on a cooling-off period and confirms their understanding of this waiver.
8.2 The Agency may terminate the Agreement with written notice, subject to any termination fees or notice periods outlined in a separate written or verbal agreement.
8.3 Upon termination of the Agreement, the Client shall immediately cease using any materials, strategies, and content provided by the Agency, unless otherwise agreed in writing.
9. Governing Law
9.1 The Agreement shall be governed by and construed in accordance with the laws of England.
10. Miscellaneous
10.1 The Agreement constitutes the entire understanding between the parties with respect to the subject matter and supersedes all prior agreements, negotiations, and discussions between the parties relating thereto.
10.2 Any amendments or modifications to the Agreement must be made in writing and signed by both parties.
10.3 If any provision of the Agreement is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that the Agreement shall otherwise remain in full force and effect.
11. Force Majeure
11.1 Neither party shall be held liable for any failure or delay in the performance of their obligations under the Agreement due to circumstances beyond their reasonable control, including but not limited to acts of God, war, terrorism, natural disasters, or government restrictions.
11.2 In the event of a force majeure, the affected party shall promptly notify the other party in writing and both parties shall work together in good faith to find a reasonable solution to continue the performance of their obligations under the Agreement.
12. Non-Solicitation
12.1 During the term of the Agreement and for a period of one (1) year after its termination, the Client agrees not to directly or indirectly solicit, recruit, or hire any employee, contractor, or agent of the Agency without the Agency’s prior written consent.
13. Dispute Resolution
13.1 In the event of any dispute arising out of or in connection with the Agreement, the parties shall first attempt to resolve the dispute through good faith negotiations.
13.2 If the dispute cannot be resolved through negotiations, the parties agree to submit the dispute to a mediator or arbitrator as agreed upon by both parties. The decision of the mediator or arbitrator shall be final and binding on both parties
14. Waiver
14.1 The failure of either party to enforce any provision of the Agreement shall not be deemed a waiver of such provision or any other provision of the Agreement.
15. Assignment
15.1 The Client may not assign or transfer their rights or obligations under the Agreement without the prior written consent of the Agency.
16. Relationship of the Parties
16.1 Nothing in the Agreement shall be construed to create a partnership, joint venture, or employment relationship between the parties. The Agency shall at all times be considered an independent contractor, providing the Services on a non-exclusive basis.
17. Notices
17.1 All notices, requests, or communications under the Agreement shall be made in writing and shall be deemed duly given when delivered by hand, email, or registered mail to the address or email address provided by the receiving party.
18. Counterparts
18.1 The Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
19. Severability
19.1 If any provision of the Agreement is determined to be illegal, invalid or unenforceable under any applicable law, such provision shall be deemed deleted from the Agreement without affecting the remaining provisions of the Agreement, which shall continue in full force and effect.
20. Headings
20.1 The headings used in the Agreement are for convenience and reference purposes only and shall not be used in interpreting or construing the meaning of the provisions in the Agreement.
21. Non-Exclusivity
21.1 The Client acknowledges that the Agency provides Services to other clients and that nothing in the Agreement shall prevent the Agency from providing similar services to other clients during the term of the Agreement, provided that the Agency does not breach any confidentiality obligations to the Client.
22. Third-Party Beneficiaries
22.1 The Agreement is made for the sole benefit of the Agency and the Client and does not create any rights or benefits for any third parties, except as may be expressly provided for in the Agreement.
23. Survival
23.1 The provisions of the Agreement that by their nature are intended to survive the termination or expiration of the Agreement, including but not limited to confidentiality, indemnity, intellectual property, limitation of liability, and governing law, shall survive the termination or expiration of the Agreement and continue to bind the parties.
24. Interpretation
24.1 In the Agreement, words in the singular include the plural and vice versa, and words importing a gender include all genders.
24.2 Any reference to a statute or regulation includes any amendments, re-enactments or replacements thereof.
25. Entire Agreement
25.1 The Agreement, along with any separate written or verbal agreements between the parties, constitutes the entire understanding between the parties with respect to the subject matter and supersedes all prior agreements, negotiations, and discussions relating thereto.
25.2 The Agreement may be amended only by a written document signed by both parties.
26. Agreement Acceptance
26.1 The Client agrees to enter into the Agreement with the Agency by replying with phrases of positive intent to any email to which these terms and conditions are linked. Examples of such phrases include, but are not restricted to, “Happy to proceed” or “Confirmed.” By replying with such phrases, the Client acknowledges their acceptance of and commitment to the terms and conditions outlined in this Agreement.