Definitions
This entire policy constitutes the ‘Terms And Conditions’ of business.
Within these Terms And Conditions, the ‘Client’ is defined as the company hiring the Agency to carry out services (the ‘Services’).
The ‘Agency’ is Credo Digital Services Limited, registered address:
17 Erdington Way, Toton, Nottingham, NG9 6JY.
‘Party‘ refers to either the Client or the Agency as specified in these Terms And Conditions. ‘Parties‘ refers collectively to both the Client and the Agency as specified in These And Conditions.
The ‘Agreement’ consists of the Clients agreement to the Terms And Conditions and acceptance of the Proposal.
The ‘Proposal’ is the offer of Services by the Agency to the Client.
The term of the Agreement (the ‘Term’) defines the length of time the Agency provides the Services to the Client.
The ‘Payment’ is the fee payable by the Client to the Agency for the Services.
‘Intellectual Property’ is deemed to be any patents, trademarks, copyrights, trade secrets, design rights, or other categories of intangible creation as protected by UK law.
‘Confidential Information’ refers to any data or information relating to the Client, whether business or personal, which would reasonably be considered to be private or proprietary to the Client and that is not generally known and where the release of that Confidential Information could reasonably be expected to cause harm to the Client.
Acceptance, and-provision of services
By accepting a Proposal, the Client agrees that the Agency possesses the necessary qualifications, experience, and abilities to provide Services to the Client. The Client also agrees to comply with the Terms And Conditions set forth within this document. This acceptance, together with the content of the Terms And Conditions constitutes the Agreement.
The Agency agrees to provide such Services to the Client on the Terms And Conditions described within this policy.
IN CONSIDERATION OF the matters described above and of the mutual benefits and obligations set forth in the Proposal, the receipt and sufficiency of which consideration is hereby acknowledged, the Client and the Agency (individually the Party and collectively the Parties) agree as follows:
Services provided
1. The Client hereby agrees to engage the Agency to provide the Client with the Services set forth in the Proposal.
2. The Services will also include any other tasks which the Parties may agree on. The Agency hereby agrees to provide such Services to the Client.
Term of the agreement
3. The term of the Agreement (the ‘Term’) will begin on the date the Proposal is signed by the Client, and will remain in full force and effect indefinitely until terminated as laid out in these Terms And Conditions.
4. In the event that either Party wishes to terminate the Agreement, that Party will be required to provide 30 days’ written notice to the other Party.
5. The agreed value of one month’s work or one time set fee as described in the Proposal, will be charged to the Client if the Client fails to provide 30 days’ written notice to the Agency of their desire to terminate.
6. In the event that either Party breaches a material provision under these Terms And Conditions, the non-defaulting Party may terminate the Agreement immediately and require the defaulting Party to indemnify the non defaulting Party against all reasonable damages.
7. The Agreement may be terminated at any time by mutual agreement of the Parties.
8. Except as otherwise provided in the Terms And Conditions, the obligations of the Agency will end upon the termination of the Agreement
Performance
9. The Parties agree to do everything necessary to ensure that the Terms And Conditions of the Agreement take effect.
10. In the event that failure of the Client to communicate results in delayed delivery of the Services, payment will still be charged at the rate of one month’s work or one time set fee as described in the Proposal.
Currency
11. Except as otherwise provided in the Proposal, all monetary amounts referred to are in GBP.
Payment
12. The Agency will charge the Client for the Services the fee set out in the Proposal (the Payment).
13. The Client will be invoiced every month unless otherwise described in the Proposal.
14. Invoices submitted by the Agency to the Client are due upon receipt.
15. Payments via credit card are accepted at an additional 3.20% surcharge.
16. A 1.5% surcharge will be added to Invoices issued in USD.
17. The Agency will be responsible for all tax liabilities, National Insurance, or similar contributions relating to the Payment, and the Agency will indemnify the Client in respect of any such payments required to be made by the Client.
Reimbursements of expenses
18. The Agency will be reimbursed from time to time for reasonable and necessary expenses incurred by the Agency in connection with providing the Services. The Agency will only be reimbursed for expenses incurred according to the following guidelines:
a. Travelling time will be charged at the usual daily rate.
b. Reasonable travel expenses.
c. 3rd party software.
d. External freelance team.
Penalties for late payment
19. Any late payments will trigger a fee of 5.00% per month on the amount still owing.
20. If an invoice remains unpaid, late payments fees will come into effect 28 days after the invoice date.
Confidentiality
21. Confidential information (the Confidential Information) refers to any data or information relating to the Client, whether business or personal, which would reasonably be considered to be private or proprietary to the Client and that is not generally known and where the release of that Confidential Information could reasonably be expected to cause harm to the Client.
22. The Agency agrees that they will not disclose, divulge, reveal, report or use, for any purpose, any Confidential Information which the Agency has obtained, except as authorised by the Client or as required by law. The obligations of confidentiality will apply during the Agreement Term and will survive indefinitely upon termination of the Agreement.
23. All written and oral information and material disclosed or provided by the Client to the Agency under this Agreement may be deemed Confidential Information regardless of how it was provided to the Agency.
Data protection
24. The Agency may suggest the Client set up and install software which gathers Personal Data. The Client will be the Data Controller of any Personal Data gathered by the software installed. It is the Client’s responsibility to ensure that this software is compatible with their Data Protection Policy and that the use of the software and the data gathered by it is sufficiently covered within their Privacy Policy.
25. The Agency may suggest the Client install software where access to this software is provided by the Agency. In these instances, the Agency is the Data Controller. It is the Client’s responsibility to ensure that this software is compatible with their Data Protection Policy and that the use of the software and the data gathered by it is sufficiently covered within their Privacy Policy.
26. The Agency may provide the Client with documents related to Data Protection (such as research participant consent forms). It is the Client’s responsibility to ensure these documents comply with their Data Protection Policy and that the use of the data referred to within the documents is sufficiently covered within their Privacy Policy.
27. The Agency may carry out research which requires the gathering of Personal Data on behalf of the Client. When the Personal Data gathered is within a system belonging to the Client, the Client is the Data Controller, when the Personal Data gathered is within a system belonging to the Agency, the Agency is the Data Controller. It is the Client’s responsibility to ensure that the use of Personal Data for research purposes is sufficiently covered within their Privacy Policy.
Ownership of intellectual property
28. All intellectual property and related material (the ‘Intellectual Property’) that is developed or produced under the Agreement, will be the property of the Agency. The Client is granted a non-exclusive limited-use licence of this Intellectual Property.
29. Title, copyright, intellectual property rights and distribution rights of the Intellectual Property remain exclusively with the Agency.
Case studies and evidence of work
30. The Agency retains the right to publish the results of design changes or tests as case studies or evidence of work across its website, social media, and other marketing activities.
Return of property
31. Upon the expiry or termination of the Agreement, (if requested in writing) the Agency will return to the Client any property, documentation, records, or Confidential Information which is the property of the Client.
Capacity/Agency
32. In providing the Services under the Agreement it is expressly agreed that the Agency is acting independently. The Agency and the Client acknowledge that this Agreement does not create a partnership or joint venture between them, and is exclusively a contract for service.
Notice
33. All notices, requests, demands or other communications required or permitted by the terms of the Agreement will be given in writing and delivered to the Parties at the following addresses:
Credo Digital Services Limited
17 Erdington Way, Toton, Nottingham, NG9 6JY
Client
Address provided upon the signing of the Agreement within the Proposal.
or to such other address as either Party may from time to time notify the other.
Indemnification
34. Except to the extent paid in settlement from any applicable insurance policies, and to the extent permitted by applicable law, each Party agrees to indemnify and hold harmless the other Party, and its respective affiliates, officers, agents, employees, and permitted successors and assigns against any and all claims, losses, damages, liabilities, penalties, punitive damages, expenses, reasonable legal fees and costs of any kind or amount whatsoever, which result from or arise out of any act or omission of the indemnifying party, its respective affiliates, officers, agents, employees, and permitted successors and assigns that occurs in connection with the Agreement. This indemnification will survive the termination of the Agreement.
Amendment of Terms and Conditions
35. The Agency reserves the right to amend these Terms and Conditions at any time.
36. Any amendments will be communicated to the Client by updating the Terms and Conditions on the Agency’s website.
37. Amendments will take effect 30 days after being posted on the Agency’s website.
38. It is the Client’s responsibility to review the Terms and Conditions periodically for any updates.
39. If the Client objects to the amended terms, they may terminate the Agreement by providing written notice to the Agency within 30 days of the amendments being posted.
Modification of Agreement
40. Any amendment or modification of the Agreement or additional obligation assumed by either Party in connection with the Agreement, other than amendments to the Terms and Conditions as described in section [Amendment of Terms and Conditions], will only be binding if evidenced in writing signed by each Party or an authorised representative of each Party.
Time of the essence
41. Time is of the essence in the Agreement. No extension or variation of the Agreement will operate as a waiver of this provision.
Assignment
42. The Agency will not voluntarily, or by operation of law, assign or otherwise transfer its obligations under the Agreement without the prior written consent of the Client.
Entire Agreement
43. It is agreed that there is no representation, warranty, collateral agreement or condition affecting the Agreement except as expressly provided in the Terms And Conditions.
Enurement
44. This Agreement will enure to the benefit of and be binding on the Parties and their respective heirs, executors, administrators and permitted successors and assigns.
Titles/headings
45. Headings are inserted for the convenience of the Parties only and are not to be considered when interpreting the Terms And Conditions.
Gender
46. Words in the singular mean and include the plural and vice versa. Words in the masculine mean and include the feminine and vice versa.
Governing law
47. The Agreement will be governed by and construed in accordance with the laws of England.
Severability
48. If any provision of the Agreement is held to be invalid or unenforceable, in whole or in part, all other provisions will continue to be valid and enforceable, with the invalid or unenforceable parts severed from the remainder of the Agreement.
Waiver
49. The waiver by either Party of a breach, default, delay or omission of any of the provisions of the Agreement by the other Party will not be construed as a waiver of any subsequent breach of the same or other provisions.