1. DEFINITIONS
“Company” means Straight Up Marketing Ltd of 11 Rushey Mead, London, SE4 1JJ;
“Customer” means the person or company contracting with Company for Services.
“Customer Materials” means all reports, data, information, inputs, artwork and other materials supplied by or on behalf of Customer;
“Goods” means the goods supplied to Customer in the performance of the Services.
“Losses” means all claims, liabilities, fines, costs, expenses, damages and all other losses.
“Services” means the services Company supplies to Customer as set out in the schedule
2. COMMENCEMENT
These Terms shall apply from the date set out in the quote or schedule provided with these Terms or failing such, the date when the Company starts to provide Services. These Terms shall apply to the exclusion of any terms and conditions incorporated on or referred to in any purchase order or other Customer document.
3. FEES AND PAYMENT
3.1 In consideration for Services, Customer agrees to pay the amounts set out in the relevant quote or as otherwise agreed by Company in writing (“Fees”).
3.2 In addition to the Fees, Customer agrees to pay Company’s costs if Company:
(a) incurs any cost or expense because Customer fails or delays in providing any services or Customer Materials that Company requires; and
(b) provides any new or additional Services including where requirements for such were not known when Company provided its quote or estimate.
3.3 Straight Up Marketing is not VAT registered, so there is no additional VAT to be paid.
3.4 Customer shall pay invoices within 21 days of receipt unless the Company requests the Customer is requested to pay upfront or as otherwise agreed. Company may charge interest on any overdue amounts at 4% per annum over Barclays Bank Plc’s base lending rate from the due date until payment is received.
3.5 Customer shall make all payments without any set-off, counterclaim or deduction.
4. STANDARDS
Company will use reasonable care and skill in providing any Services. Company warrants any Goods and Services will be of satisfactory quality. All other express or implied terms, conditions and warranties (whether statutory or otherwise) are hereby excluded to the fullest extent permitted by law.
5. PROOFS AND DEFECTS
5.1 Drafts of all Goods or creative work or proposals relating to such including but not limited to marketing plans, creative work, copy, database design, websites may be submitted for Customer’s approval and the Company shall not be responsible for any uncorrected errors. When style, type or layout is left to the Company’s judgement, there will be a charge for any subsequent Customer changes. There will be an additional charge for Customer’s corrections, alterations, and any additional proofs required unless specifically included in the relevant quote or estimate.
5.2 Customer shall report any errors, inaccuracies or other material defects in the Services which are Company’s fault (“Defects”) within 10 days of receipt and Company will correct any Defects or replace the Services without charge.
6. TITLE
Title in any items Company provides shall pass to Customer on payment.
7. CUSTOMER MATERIALS
7.1 Customer Materials are provided entirely at Customer’s risk and Customer is responsible for insuring against their loss, damage or destruction.
7.2 Customer is solely responsible for the Customer Materials including their nature, content and quality. Customer fully indemnifies and holds harmless Company against any Losses arising out of or in connection with Company’s use of the Customer Materials including but not limited to any third party infringement claims.
8. DATA PROTECTION
8.1 Customer is solely responsible for maintaining adequate insurance against any loss or damage to its data and keeping adequate back-up copies.
8.2 Company will comply with its obligations under the GDPR in relation to all Personal Data that Company Processes (as defined in the DPA) in performing its obligations under these Terms.
8.3 Customer acknowledge it is the Data Controller and Company is the Data Processor (as both are defined in GDPR) in respect of any Personal Data Customer provides to Company. Customer warrants that it has complied with GDPR in collecting Personal Data and shall indemnify Company against any third party claims that arise in connection with Company’s handling and processing of Personal Data in accordance with Customers instructions
9. INTELLECTUAL PROPERTY
Customer shall own all intellectual property rights in its Customer Materials and where agreed in writing or set out by the Company in its quote or Services schedule, in any Goods which contain Customer Materials or which the Company produces at the request of Customer.
10. LIABILITY
10.1 Company is not liable to Customer or anyone else for any loss of or damage to profit, revenue, savings, information, goodwill or business (whether direct or indirect) or for any indirect or consequential loss or damage whatsoever.
10.2 Company has no liability to Customer for any delay, error or non-performance arising out of or in connection with any Customer Materials which: contain errors; are not provided in the agreed format and medium; are faulty or damaged; or are delayed or not-provided.
10.3 Company’s maximum aggregate liability whether in contract, tort, negligence, breach of statutory duty or otherwise will not exceed the total Fees paid for the specific Services or Goods which actually caused the liability, claim, loss, cost or expense concerned.
11. CONFIDENTIALITY
All confidential information will be kept in confidence and not disclosed to any third party. This obligation does not apply to information which is: publicly available; lawfully in either party’s possession before disclosure; independently developed by either party; or required to be disclosed by order of a court or governmental body or authority of competent jurisdiction.
12. TERMINATION
12.1 Either party may terminate Services by written notice if:
(a) the other materially fails to fulfill any obligations under these Terms and, where remediable, fails to remedy within 30 days of request;
(b) any distress, execution or charging order is levied or threatened on any of the goods or property of the other; or
(c) the other enters into liquidation or has a receiver appointed over it or any of its assets or undertakings or has an administration order made in respect of it or is otherwise subject to insolvency proceedings or to any analogous proceedings.
12.2 Company may terminate or suspend Services immediately by written notice if Customer does not pay any amount due within 30 days.
12.3 On the termination of Services, Customer will immediately pay all Fees and other amounts owed.
13. NOTICES
All notices shall be in writing, signed and delivered to the relevant party’s principal place of business by hand or by recorded delivery and deemed delivered on receipt.
14. FORCE MAJEURE
Company is not liable for any failure or delay caused by any event beyond its reasonable control including but not limited to loss of communications networks, war, revolution, piracy, sabotage, storm, earthquake, flood, lightning, explosion, fire, inability to procure labour or materials, labour disputes, and policies or restrictions of governments.
15. GENERAL
15.1 These Terms constitute the whole agreement between the parties and exclude of all other terms and conditions including but not limited to any Customer pre-printed or standard terms. These terms supersede all previous agreements in relation to the Services. Customer has not relied on any statement (whether made negligently or innocently) not set out in these Terms. This provision shall not limit or exclude liability for fraud or fraudulent misrepresentation.
15.2 If any provision in these Terms is or becomes invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not be impaired.
15.3 No joint venture, partnership, employment, or agency relationship is created by these Terms.
15.4 These Terms and any dispute arising out of them (including non-contractual disputes) are subject to English law. The parties submit to the exclusive jurisdiction of the courts of England and Wales.