Terms of service
1. Services
1.1 The Service Provider agrees to perform tasks and related services to and for the Client specified within the Statement of Work outlined in Appendix A (the “Services”), which shall include the Project (as defined in the Statement of Work) and in accordance with the terms and conditions within this Agreement.
1.2 The Service Provider shall provide the Services, with reasonable care and skill, and otherwise in the manner customarily performed by service providers in the online service industry.
1.3 Any material changes to the Services, including the schedule, Work Output, and related Fees, must be approved by the prior written consent of the Party not requesting the change.
1.4 The Services shall be performed and provided virtually via email, video call, phone or other virtual means from the Service Provider’s location in the United Kingdom, or any other location or country that the Service Provider chooses to reside in.
1.5 As part of the Services, the Service Provider shall produce deliverables, ideas, inventions, improvements, methods, processes, works of authorship and other forms of intellectual property that the Service Provider conceives, reduces to practice or develops during the term of the Agreement, alone or in conjunction with others, in connection with performance of the Services, including designs, data, software code, ideas, inventions, know-how, materials, marks, methods, procedures, tools, interfaces, and other forms of technology as well as any intellectual property rights of any kind therein (“Work Product”).
1.6 The Service Provider shall ensure that the Work Product conforms to the specifications contained in the Statement of Work. In the event that the Client, acting reasonably, determines that the Work Product does not conform to the specifications contained in the Statement of Work, the Client shall inform the Service Provider, within 3 working days of the Work Product delivery, of such nonconformity and the Service Provider will repair or replace the Work Product without extra charge. If the Client does not voice any concerns within 3 working days of delivery, the Service Provider is not obligated to do any remedial work free of charge. If the Client’s request goes beyond the scope of the Statement of Work, the Client’s request will not be considered a remedial request and the Service Provider will inform and bill the Client with regards to the requested changes in line with its standard pricing.
2. Client Obligations
2.1 The Client will provide to the Service Provider all content, outlines, brand guidelines, photos, etc., necessary for the provision of the Services (“Client Materials”). Source material must be clear and legible. The Client is responsible for furnishing all pertinent information, and for furnishing accurate, truthful and complete information necessary for the Service Provider to perform or complete the Services.
2.2 The Client accepts to respond to any communications of the Service Provider in a timely manner. In addition, any delays by the Client in the approval of Work Output, the provision of the Client Materials, or performance of its obligations under this Agreement shall impact any agreed timelines, for which the Client is solely responsible.
2.3 The Client warrants that it owns or is the licensee of all Client Materials provided to the Service Provider, including but not limited to trademarks, copyrighted materials, designs, and documents. The Client agrees to indemnify the Service Provider against all damages, losses, and expenses arising out of any claims or proceedings brought by a third party against the Service Provider for the infringement of its intellectual property rights in the course of the provision of the Services.
2.4 The Client agrees to approve or request changes to Work Output submitted for approval within timelines agreed in schedule of work.
2.5 Should the Client have an unforeseen event and is likely to delay the Project, the Client must give written notice to the Service Provider as soon as possible so that the impact this will have on the agreed timescales can be discussed. The Service Provider reserves the right to charge a delay fee in such circumstances, as provided for at clause 3.4 below.
2.6 Any delay in the Project caused by the Client will mean that the Service Provider can reschedule provision of the Services when convenient for the Service Provider and that will depend on the Service Provider's availability.
2.7 The payment schedule specified in the Statement of Work shall remain the same despite any delays on the part of the Client.
3. Deposit and Fees
3.1a Signature report design service - Prior to commencement of the Services, the Client shall pay the Service Provider a non-refundable deposit representing 50% of the Fees stated in the Statement of Work (“Deposit”), the purpose of which is to secure the Service Provider’s time and ensure it is available to provide the Services on the anticipated commencement date. The Service Provider may exercise its discretion and accept payment of the Deposit in instalments. The Deposit, however, must be paid in full before the Services can commence.
3.1b The remaining balance of the 50% of the Fees shall be payable in accordance with the Statement of Work and this clause 3.
3.2 Swift report design service - Prior to commencement of the Services, the Client shall pay the Service Provider the Full Fees stated in the Statement of Work, the purpose of which is to secure the Service Provider’s time and ensure it is available to provide the Services on the anticipated commencement date. The payment must be paid in full before the Services can commence.
3.3 In provision of the Services, the Service Provider may incur expenses, which may include travel costs incurred in travelling to locations outside of the Service Providers home base. The Service Provider shall include such expenses in any invoices issued to the Client.
3.4 In the event that the Project commencement or Project completion is delayed due to acts or omissions of the Client, the Service Provider reserves the right to charge a delay fee of £250.00 for each month that the Project is delayed beyond the anticipated completion date. The reason is that delays in the Project has a knock-on effect on the Service Provider’s ability to provide services to other clients and therefore will be required to work above and beyond to meet schedules of other projects.
3.5 Invoicing. The Service Provider will issue the Client invoices via email for the Client Services, payable by the Client in full within 5 days of invoice receipt.
3.6 Late payments. In the event of late payment by the Client, without affecting the Service Provider’s legal rights and remedies. the Service Provider shall and/or reserves the right to:
a. suspend the Services until sums owing are paid in full;
b. retain all materials or property belonging to the Client, as well as the Work Output as security until all sums due to the Service Provider are paid in full;
c. charge interest in accordance with the Late Payment of Commercial Debts (Interest) Act 1998; and
d. charge the Client for any costs associated with the collection of debts owing to the Service Provider by the Client, including but not limited to, legal costs, lawyer’s fees, courts costs, and collection agency fees.
4. Office Hours and Communication
4.1 The Service Provider’s office hours are Monday through Thursday, 09:00 to 16:00 and Friday 09:00 to 12:30 UK time. The Service Provider will take off all UK national and public holidays and close for an extended period over the Christmas season.
4.2 Email is to be the primary form of communication between the Client and the Service Provider, and the Service Provider endeavours to respond within 24 hours.
4.3 The Service Provider is available for phone calls during office hours only. Telephone meetings must be prescheduled. Cancellation by the Client requires a minimum of 24 hour’ advance notice. Missed meetings or cancellations without sufficient notice will be billed to the Client at a rate of £60 per hour.
4.4 If the Client requests Services outside of the above specified hours, the Service Provider reserves the right to charge an additional £60 an hour.
4.5 The Service Provider will endeavour to provide the Client with at least 4 days’ notice of time off or unavailability.
5. Confidentiality
5.1 The Service Provider may obtain access to information related to Client’s business (including trade secrets, technical information, business forecasts and strategies, marketing plans, customer and supplier lists, personnel information, financial data, and proprietary information of third parties provided to the Client in confidence) that the Client considers to be confidential or proprietary or the Client has a duty to treat as confidential (“Confidential Information”).
5.2 The Service Provider will (a) hold all Confidential Information in strict trust and confidence; (b) not use or permit others to use Confidential Information in any manner or for any purpose not expressly permitted or required by this Agreement; and (c) not disclose or permit others to disclose any Confidential Information to any third party without obtaining the Client’s express prior written consent.
5.3 Exceptions. The Service Provider's confidentiality obligations stated above shall not apply to Confidential Information that (i) was already in the public domain at the time it was communicated to the Service Provider by the Client; (ii) it entered the public domain subsequent to the time it was communicated to the Service Provider by the Client through no fault of the Service Provider; (iii) it was in the Service Provider's possession free of any obligation of confidence at the time it was communicated to the Service Provider by the Client; or (iv) it was rightfully communicated to the Service Provider free of any obligation of confidence subsequent to the time it was communicated to the Service Provider by the Client.
5.4 Passwords. Should the Client decide to grant the Service Provider access to the Client’s business and/or personal accounts, the Client does so entirely at their own risk, and the Client is fully responsible for ensuring the security of the Client’s data. The Client will be solely responsible for any loss, liability or violations that might occur as a result of such access by the Service Provider.
6. Data Protection
Both Parties hereby ensure that they are in full compliance with their respective obligations under the retained EU law version of the General Data Protection Regulation (2016/679) and the Data Protection Act 2018. For further information on how the Service Provider handles the Client’s personal data, the Client should refer to the privacy and cookie policy, available upon request. Each Party will, if applicable, notify the other Party in a timely manner in the event of a data breach that involves the other Party’s data.
7. Independent Contractor Relationship
7.1 The Service Provider relationship to the Client shall be that of an independent contractor. Nothing in this Agreement shall be construed to create any partnership, joint venture, employer-employee or agency relationship between Client and Service Provider. The Service Provider shall not represent to any third party that any such relationship exists. The contractor relationship shall be non-exclusive and the Service Provider shall be free to work with other companies.
7.2 The Service Provider shall be fully responsible for:
a. any income tax, National Insurance and social security contributions and any other liability, deduction, contribution, assessment or claim arising from or made in connection with the performance of the Services, where the recovery is not prohibited by law; and
b. any liability arising from any employment-related claim, or any claim based on worker status brought by the Service Provider against the Client arising out of or in connection with the provision of the Services, except where such claim is as a result of any act or omission of the Client.
8. Ownership
8.1 Upon payment of all Fees, costs and expenses due to the Service Provider under this Agreement, the Service Provider agrees to assign to the Client all intellectual property rights contained in the Work Product.
8.2 The Client shall provide the Service Provider a worldwide, perpetual, exclusive, royalty-free licence to use all or any part of the Work Product for the purpose of promotion and marketing, whether online or offline.
8.3 In addition, the Client grants the Service Provider a non-exclusive, perpetual, revocable, royalty-free, worldwide licence to use your intellectual property rights, including trademarks and copyright, for its promotional commercial purposes. The Client may withdraw the licence granted under this clause 8.3 by serving written notice on the Service Provider, and the Service Provider shall cease use of the Client’s intellectual property rights, including trademarks and copyright, for promotional commercial purposes going forward.
9. Term and Termination
9.1 This Agreement shall commence on the date on which it is signed by both Parties and, subject to payment of all sums due to the Service Provider under it, shall expire on conclusion of the Project (“Term”).
9.2 The Service Provider may terminate this Agreement with immediate effect on serving written notice on the Client if the Client:
a. fails to pay any sums due to the Service Provider under this Agreement when they fall due and remain in default for at least 30 days;
b. commits a material breach of this Agreement and (if such the breach can be remedied) fails to remedy that breach within 30 days after asked in writing to do so;
c. suffers an insolvency event, including but not limited to the appointment of an administrator or liquidator; or
d. fails to communicate with the Service Period during the Term of this Agreement for a consecutive period of four months starting from the date this Agreement commences.
9.3 In the event that the Client wishes to terminate the Agreement before completion of the Services, the Client should serve written notice on the Service Provider. It is at the sole discretion of the Service Provider as to whether termination by the Client is accepted and the decision of the Service Provider shall be final.
9.4 For the avoidance of any doubt, in the event of termination of the Agreement prior to completion of the Services, the Client shall not be entitled to a refund of the Deposit and the Service Provider shall invoice the Client for the proportion of the Deposit unpaid (if any) and for the Services rendered until termination (if any), together with any charges, costs and expenses incurred by the Service Provider in provision of the Services. The final invoice shall be payable in accordance with clause 3.5.
10. Limitation of Liability
10.1 As far as legally possible, the Service Provider excludes legal responsibility for (i) any damage to software or hardware, (ii) any damage to or loss of data, (iii) any loss of profit, anticipated profits, revenues, anticipated savings, goodwill, or business opportunity, and (iv) any consequential, indirect or special loss or damage, arising from or relating to the Services or this Agreement.
10.2 The Service Provider also excludes, as far as legally possible, all terms and warranties or promises implied by law or by statutes. The Service Provider does not exclude legal responsibility for death or personal injury owing to its negligence, or legal responsibility for fraud or fraudulent misrepresentation, or for anything else where exclusion is not permitted by the law.
10.3The Service Provider’s total cumulative liability in connection with this Agreement or the Services, whether in contract or tort or otherwise, will not exceed the aggregate amount of Fees owed by the Client to the Service Provider for Services performed under this Agreement during the 12 months preceding any settlement or adjudication of any claim.
11. Indemnification
The Client agrees to defend, protect, indemnify and hold the Service Provider harmless from any and all losses, claims, demands, costs, and expenses incurred or suffered by the Service Provider arising out of this Agreement.
12. Force Majeure
12.1 The Service Provider shall not be considered in breach of this Agreement to the extent that performance of the obligations outlined herein is prevented or delayed by an event outside of its control (“Force Majeure Event”), which shall include but not be limited to acts of God, war, terrorism, civil unrest, explosions, mechanical breakdown, natural disasters, deliberate damage, epidemic, pandemic, government rules or guidance, or failures of suppliers or sub-contractors to do what they are supposed to.
12.2 Where a Force Majeure Event occurs, the Service Provider is excused from its performance under this Agreement and will not be liable to the Client for its failure to perform. The Service Provider will use its reasonable efforts to continue its obligations under this Agreement as soon as it can after the Force Majeure Event has stopped.