Terms Of Service
This Service Agreement (“Agreement”) is hereby entered into between Ordia Creative (hereinafter referred to as the “Agency”) and the party set forth in the related Contract of Work (“the Client” or “you”) incorporated herein by this reference (together with any subsequent attached forms submitted by Client, the “Contract of Work”) and applies to the purchase of all Reporting Services (including Web design, App development, Graphic Design, Digital Marketing, Social Media Marketing and Management, Copywriting services (hereinafter collectively referred to as “Web Services”) ordered by Client.
- Term and Termination: This Agreement shall be effective as of the time frame set forth on the Contract of Work. Once the Contract of Work is agreed upon, there’s no refund of the same. This Agreement may be terminated by the Agency (i) immediately if the Client fails to pay any fees hereunder; or (ii) if the Client fails to cooperate with the Agency or hinders the Agency’s ability to perform the Web Services hereunder. The Client shall pay all outstanding invoices and all other sums due to the Agency under this Agreement (or in respect of the relevant Services). In addition to its obligations to make payments under the express terms of this Agreement, if the Client arranges for a third party to provide the Services during the Notice Period, it shall pay the Agency a sum equivalent to the remuneration which the Agency would have received had the Agency provided the Services during that period.
- Fees; refunds, limitations and cancellation (a) The Client agrees to pay the Agency any and all fee(s) as stated in Contract of Work.(b) Remuneration and assignments shall be reviewed annually or at any time in the event of substantial changes to the Client’s requirements. (c) For the subscription service after initial web service, the Client agrees to pay a fixed monthly change for maintenance of the software/ websites we provide. Any agreed review shall be confirmed in writing by both parties. Where the Agency’s remuneration is a fee based on the projected time to be incurred in providing the Services the Agency reserves the right to reconcile and adjust the fee every six months to reflect the actual time spent. (d) If the Client and the Agency are unable to agree remuneration in advance of the due date for the annual review the remuneration previously applied shall continue to be payable until such time as agreement is reached, at which point any necessary balancing payment shall be made, or until the Agreement appointment is terminated. (e) The Agency will invoice monthly and payment terms are 30 days from the date of each invoice. If the Client fails to pay any invoice within 10 days of the due date, the Agency shall have the right to suspend the Services.(f) Unless otherwise agreed in writing all fee or commission payments will be invoiced and paid in the currency in which the Agency is to incur those costs. (g) In the event that the Client requires any additional services outside of the originally agreed scope, the parties agree to negotiate in good faith with respect to the terms, conditions, and compensation for those additional services. (h) Travel and associated expenses and any other out-of-pocket expenses incurred by the Agency or its employees at the Client’s prior written request or incurred outside the scope of the Agency’s normal duties will be charged to the Client at cost. (i) The existence of a query on an individual item in an account will not affect the due date of payment for the balance of the account. (j) Absence of any Client purchase order number or other job number will not constitute a valid reason for non-payment. (k) All fees, costs and all other amounts to be invoiced to the Client are exclusive of Value Added Tax or other local sales or other taxes or duties, which will be added to all invoices at the prevailing rate if required by law. (l) The Agency reserves the right to charge interest on all overdue amounts at the higher of the local applicable interest rate or Bank of Barclays base rate + 2%. (m) Amounts due hereunder do not include taxes or other government fees, the computation and payment of which (other than taxes on Ordia Creative income) is the responsibility of Client.
- The Client responsibilities For the purposes of providing these services, Client agrees:
- To provide the Agency with access to its websites for uploading new pages, and making changes for the purpose of Web Services optimisation or approval to go through a third party.
- To authorise the Agency use of all the Client’s logos, trademarks, Website images, etc., for use in creating informational pages and any other uses as deemed necessary by Agency for search engine positioning and optimisation.
- The Client agrees to aid Web Services, including, without limitation, all content such as text, graphics, URLS, and sites to which URLs are linked) and that all content complies to all applicable laws and regulations. It is the responsibility of the Client to inform the removal, relocation of any content/ text/ service that might adversely affect the Web Services offered by Agency.
- Search Engines (a) Unless otherwise agreed by the parties in writing, in accordance with industry standard practice, the Agency’s contracts with search engines and other suppliers for the Clients’ paid search marketing are made in accordance with the search engine/supplier’s current standard terms, conditions and contracts. The Agency shall act as principal in dealing with all search engines/suppliers and all other suppliers unless otherwise mandated by local laws. In respect of the placing of all advertisements, the rights and liabilities between the Client and the Agency shall correspond to those between the Agency and the various search engines/suppliers under such conditions and contracts. Accordingly, the Client acknowledges and accepts: (i) that terms and rates are subject to revision in accordance with the agreements made by the various search engines/suppliers concerned and (ii) that all standard trading terms of search engines and other suppliers will be adhered to by the Client. (b) The Client shall indemnify the Agency and the relevant search engine/supplier in respect of any breach of any search engine/supplier terms which occurs as a result of any act or omission by the Client.
- Website changes The Agency is not responsible for changes made to the Client’s web site(s) by other parties that adversely affect the search engine or directory rankings of Client’s web site(s).
- Additional Services Additional services not listed herein or in Contract of Work will be provided for up to £60 per hour. A separate written contract may be created for additional services in some cases.
- Indemnification The Client shall indemnify and hold harmless the Agency (and its subsidiaries, affiliates, officers, agents, co-branders or other partners, and employees) from any and all claims, damages, liabilities, costs, and expenses (including, but not limited to, reasonable legal fees and all related costs and expenses) incurred by Agency as a result of any claim, judgment, or adjudication against the Agency related to or arising from (a) any photographs, illustrations, graphics, audio clips, video clips, text, data or any other information, content, display, or material (whether written, graphic, sound, or otherwise) provided by the Client to the Agency (the “the Client Content”), or (b) a claim that the Agency’s use of the Client Content infringes the intellectual property rights of a third party. To qualify for such defense and payment, the Agency must: (i) give the Client prompt written notice of a claim; and (ii) allow the Client to control, and fully cooperate with the Client in, the defense and all related negotiations.
- Limited Liability (a) In no event shall the agency be liable to client for any indirect, special, exemplary or consequential damages, including any implied warranty or merchantability or fitness for a particular purpose and in particular any claim of the failure of any software contained on rented or owned servers of the client or implied warranties arising from course of dealing or course of performance, lost profits, whether or not foreseeable or alleged to be based on breach of warranty, contract, negligence or strict liability, arising under this agreement, loss of data or any performance under this agreement, even if such party has been advised of the possibility of such damages and notwithstanding the failure of essential purpose of any limited remedy provided herein. (b) There shall be no refunds. The agency makes no warranty of any kind, whether express of implied with regard to any third party products, third party content or any software, equipment, or hardware obtained from third parties. The client is responsible for back up of the complete system, and re installing in event of failure of software.The clients will defend, cover and hold.(c) The Agency is harmless from and against any and all claims, losses, liabilities and expenses related to the services provided by the Agency to the clients under this agreement, including without limitation claims made by third parties related to any false advertising claims, liability claims for products or services sold by the client, claims for patent, copyright or trademark infringement, claims due to disruption or malfunction of services provided, or for any content submitted by you for publication by the Agency. Where we the Agency carries out design work or bespoke coding all intellectual property rights will remain with Ordia Creative until all work has been paid for in full.
- The Client Representations The Client makes the following representations and warranties for the benefit of the Agency:
- The Client represents to the Agency and unconditionally guarantees that any elements of text, graphics, photos, designs, trademarks, or other artwork furnished to the Agency are owned by the Client, or that the Client has permission from the rightful owner to use each of these elements, and will hold harmless, protect, and defend the Agency and its subcontractors from any claim or suit arising from the use of such elements furnished by the Client.
- The Client guarantees any elements of text, graphics, photos, designs, trademarks, or other artwork provided to the Agency for inclusion on the website above are owned by the Client, or that the Client has received permission from the rightful owner(s) to use each of the elements, and will hold harmless, protect, and defend the Agency and its subcontractors from any liability or suit arising from the use of such elements.
- From time to time governments may enact laws and levy taxes and tariffs affecting Internet electronic commerce. The Client agrees that the client is solely responsible for complying with such laws, taxes, and tariffs, and will hold harmless, protect, and defend the Agency and its subcontractors from any claim, suit, penalty, tax, or tariff arising from the Client’s exercise of Internet electronic commerce.
- Confidentiality The parties agree to hold each other’s Proprietary or Confidential Information in strict confidence. “Proprietary or Confidential Information” shall include, but is not limited to, written or oral contracts, trade secrets, know-how, business methods, business policies, memoranda, reports, records, computer retained information, notes, or financial information. Proprietary or Confidential Information shall not include any information which: (i) is or becomes generally known to the public by any means other than a breach of the obligations of the receiving party; (ii) was previously known to the receiving party or rightly received by the receiving party from a third party; (iii) is independently developed by the receiving party; or (iv) is subject to disclosure under court order or other lawful process. The parties agree not to make each other’s Proprietary or Confidential Information available in any form to any third party or to use each other’s Proprietary or Confidential Information for any purpose other than as specified in this Agreement. Each party’s proprietary or confidential information shall remain the sole and exclusive property of that party. The parties agree that in the event of use or disclosure by the other party other than as specifically provided for in this Agreement, the non-disclosing party may be entitled to equitable relief. Notwithstanding termination or expiration of this Agreement, the Agency and the Client acknowledge and agree that their obligations of confidentiality with respect to Proprietary or Confidential Information shall continue in effect for a total period of three (3) years from the effective date.
- Data Protection: All information collected from or for the client will be held subject to the confidentiality terms of this agreement and in accordance with the General Data Protection Law of 2018. data protection laws. Such information will only be held by the Agency during the term of this contract. The client, being the Controller, will have full responsibility in respect of complying with the Data Protection Act for all information that Agency collects, retains, and supplies to the client in the course of carrying out the contracted work.
- Failure to perform Neither party will be liable for any delay or for failure to perform its obligations if that delay or failure is caused by circumstances beyond the control of the party including but not limited to, acts of Nature, industrial dispute, civil disturbance, strikes (other than strikes by that party’s employees or its sub-contractor’s employees) or lockouts or impossibility of obtaining source material. Such party shall be entitled to a reasonable extension of time for the performance of such obligations. Any waiver of term and conditioned will be valid officially only if it is communicated to you in writing.
- Relationship of Parties The Agency, in rendering performance under this Agreement, shall be deemed an independent contractor and nothing contained herein shall constitute this arrangement to be employment, a joint venture, or a partnership. The Client does not undertake by this Agreement, the Contract of Work or otherwise to perform any obligation of the Agency, whether by regulation or contract. In no way is the Agency to be construed as the agent or to be acting as the agent of Client in any respect, any other provisions of this Agreement notwithstanding.
- Notice and payment Any notice required to be given under this Agreement shall be in writing and delivered personally to the other designated party at the addresses listed in the Contract of Work. Either party may change its address to which notice or payment is to be sent by written notice to the other under any provision of this paragraph.
- Jurisdiction This Agreement shall be subject to and interpreted in accordance with the law of England, Wales and North Ireland whose courts shall have non-exclusive jurisdiction.
- Assigning work to third party Client or Agency may not assign this Agreement or the rights and obligations thereunder to any third party without the prior express written approval of the other party.
- Waiver No waiver by either party of any default shall be deemed as a waiver of prior or subsequent default of the same of other provisions of this Agreement.
- Disputes In the event of any dispute arising out of the Agreement, the parties will attempt to settle it by negotiation. To this end, they shall use their respective best endeavours to consult or negotiate with each other, in good faith and, recognising their mutual interests attempt to reach a just and equitable settlement satisfactory to both parties. Negotiations shall be conducted between the respective senior executives of the parties who gave authority to settle disputes.
- Read and understood Each Party acknowledges that it has read and understands this Agreement and agrees to be bound by its terms and conditions.
a) In performing Social Media Services (SMS) the agency shall develop a plan intended to improve the visibility of the clients business profile on the selected social media sites.
b) The client acknowledges that the Social Media Services will require the client to enable the agency to make posts on the clients behalf across the social media sites included with the service in order to influence the visibility and ranking of the clients profile.
c) The client shall be responsible for providing the agency with the necessary login details to make posts and also for providing copy and/or information necessary for the agency to ensure posts are fully effective.
d) The client retains full responsibility for maintaining their social media profile and all links and content contained therein.
e) Due to the nature of digital media, any content/information given by the clients to the Agency for publication will be accessible by the public as soon as the publication is carried out. The Agency will not be responsible for screening the material and any damages or losses of profit, goodwill or any business asset due to the nature of content being publicized.