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Terms and Conditions

SERVICE AGREEMENT

Please read through the below service agreement carefully filling in all the marked items in red along with returning it signed, scanned and dated back to the Social 90 team.

DEFINITIONS

Buyer’ means the party placing the Order

Contract’ means these Conditions together with the Confirmation of Order.                    

Conditions’ means these terms and conditions of sale.

Confirmation of Order means the confirmation of order form provided to the Buyer by the Seller.

Order means the order for the services as accepted by the Seller.

BINDING AGREEMENT (AGREEMENT) BETWEEN SOCIAL 90 AND ***FILL***FOR THE PROVISION OF SOCIAL MEDIA AND MARKETING CONSULTANCY SERVICES TO ***FILL***WHO FOR THE AVOIDANCE OF DOUBT SHALL FOR THE REMAINDER OF THE CONTRACT BE REFERED TO AS “THE BUYER”

BETWEEN:

Social 90 Limited, a company registered in England & Wales under number 11943279 whose registered office is at Granville House, 2 Tettenhall Road, Wolverhampton, WV1 4SB. Also known as “Social 90 OR S90” and

“The Buyer” , a company registered in England and Wales under number ***FILL***whose registered office is at ***FILL***

WHEREAS: 

Social 90 are engaged in the business of providing social media, marketing and communications consultancy services and “The Buyer” wishes to engage Social 90 to provide those services on the terms and conditions set out in this agreement.

3.     OBLIGATIONS OF SOCIAL 90 COMMUNICATIONS

(3.1)       Social 90 shall provide and perform the services set out above insofar as they are agreed by the contracting parties, efficiently and to the highest professional standard and applying the care, skill and diligence required in accordance with best practice.

(3.2)       If a representative of “The Buyer” requests Social 90 to undertake emergency action in the form of a variation or addition to the services, Social 90 shall be paid for any additional work subject to agreement between “The Buyer” and Social 90, as confirmed in writing either by “The Buyer” or Social 90.

(3.3)       Social 90 shall ensure close liaison between the parties to ensure that the objectives of this agreement and any services agreed within this agreement are achieved within the agreed timescales and costs.

(3.4)       Social 90 holds Professional Indemnity Insurance up to the value of XXXXXXXXXXXXX and does not accept liability over this amount.

OBLIGATIONS OF “THE BUYER”

“The Buyer” will provide Social 90 with all information and documentation needed to advise and implement the agreed social media campaign. This will include any brand guidelines, photography and film assets.

“The Buyer” shall act upon reasonable requests by Social 90 for such materials and information in a timely manner to ensure that campaign goals can be met.

“The Buyer” allows Social 90 to use any of content copyright and royalty free for any future marketing posts.

FEES

In consideration of Social 90 providing the services set out under this agreement, “The Buyer” will pay £***FILL***per calendar month which will cover the quoted amount of time and which, for the avoidance of doubt, excludes VAT. The figure of £***FILL***PCM will not be exceeded without prior permission of the Managing Director or any person with delegated responsibility on the part of “The Buyer”.

Both parties enter into this agreement on the understanding that there is likely to be a regular need to expend a similar amount of money on social media promotion, marketing and communication each calendar month. In the event that this is not the case, Social 90 accept that they will carry forward to the next month any unused time and that budget allocation will be applied in subsequent months until the expiry of the agreement at which point, if there is time not spent in the first six months, this will be carried forward for use on significant milestones in the project on an ad hoc basis.

Similarly, if Social 90 spend more time and effort than the figure of £***FILL***per month allows, they will make that clear in monthly report to “The Buyer” for the avoidance of doubt and so that both parties know the extent to which the retainer has been expended.

Prices agreed will hold for a period of 6 months from commencement date of agreement.This contract will expire on ***FILL*** 

“The Buyer” shall reimburse Social 90 any additional expenses incurred by Social 90 or employees of Social 90, which may be proper to the provision of such services providing that such services have been agreed in advance and in writing with “The Buyer” for and on behalf of “The Buyer”.

The figures above, unless explicitly stated, do not include consultancy services and hard costs for specific projects such as events, media training, site-specific projects, and communications materials. Fees for these activities will be negotiated on an individual basis.

“The Buyer” will agree to pay our travel (Business Class air for flights over 5 hours, rail, and car mileage at current AA rates for the car in question), accommodation, entertaining and other reasonable expenses incurred.

 6.     PAYMENT

(6.1)       Social 90 shall submit invoices for the monthly retainer one month in arrears.

(6.2)       Payment of any sums shall be made within 14 (fourteen) days from the date of the invoice, provided that all sums specified in the invoice raised are due and the invoice is correctly addressed. Social 90 will not start their service until payment has cleared.

(6.3)       Expenses incurred to date will be included on each invoice.

LATE PAYMENT

In the event of late payment, Social 90 may, on giving reasonable notice to you, charge interest on amounts overdue for a period in excess of 30 days from receipt of the invoice at a rate of 3% above the annual base rate of the Bank of England from time to time from the date of the invoice to the date of payment in full.

Social 90 further reserve the right, upon giving reasonable notice to you, in the event of late payment, to cease work on any ongoing instructions until such time as payment is made.

TERM

This Agreement shall commence on ***FILL***and shall terminate on ***FILL***

TERMINATION AND CANCELLATION

The parties may terminate this Agreement by mutual agreement and only mutual agreement at any time.

This Agreement may be terminated by “The Buyer” on giving 60 days’ notice to Social 90.  In the event that the Agreement is terminated, “The Buyer” shall be liable to pay 60 days fees based on the previous 60 days fees charged.

Following any termination, Social 90 shall, if so requested, return to “The Buyer” any and all documents/copies of such documents in the possession or control of Social 90 and its employees, save that Social 90 may retain one copy of any such information to the extent that it supports any opinion, advice or recommendations that it has given.

Should any contracts be out of term but the client wishes to continue this will be on a monthly rolling basis, if the client wishes to terminate this then 30 days notice is required in advance.

CONFIDENTIAL INFORMATION

This Agreement and all information regarding the business activities of “The Buyer” made available to Social 90 and its employees under or as a result of this Agreement will at all times be treated as confidential (unless the same is manifestly within the public domain) and will not be used for any purpose other than a purpose contemplated by this agreement, or published or disclosed except with the prior written consent of “The Buyer”.

Social 90 will ensure that none of its employees will use, divulge or communicate to any person, without prior written consent from “The Buyer”, any confidential, technical, price-sensitive or commercial information of “The Buyer” whenever received or obtained by Social 90 or its employees or any of them and in whatever capacity.

The restrictions contained in this Agreement will continue to apply after the termination of this agreement without limit in time but will cease to apply to information which may come into the public domain otherwise than through unauthorised disclosure by Social 90 or its employees or any of them.

FORCE MAJEURE

Neither party will have any liability whatsoever or be deemed to be in default for any delays or failures in performance under this Agreement resulting from acts beyond the control of that party, including but not limited to acts of God, acts or regulations of any governmental or supranational authority, war or national emergency, terrorist activities, accident or fire. However, if Social 90 is unable to perform its obligations under the Agreement for any reason for a period exceeding 30 (thirty) days, “The Buyer” will be entitled to terminate this agreement forthwith by giving notice to Social 90.

ASSIGNMENT

Neither party may assign this Agreement or any interest herein without the prior written consent of the other party.

RELIANCE

The parties acknowledge and agree that they have not entered into this agreement in reliance on any representation, warranty or undertaking, which is not expressly set out or referred to in this agreement.

Social 90 cannot accept responsibility for any loss, banning or removal of any social media platform that we manage on your behalf. This includes the removal of any features, such as “liking” & “following'” on any social media platforms. It also includes the loss and/or banning of any client domains. Social 90 cannot ensure that an event such as this will not take place under their management, although it is very uncommon that situations such as this occur. Social90 also cannot take responsibility for any repercussions that occur from the content that is published on clients social media platforms. It is the clients responsibility that published content will not offend, upset or discriminate against any persons. Social 90 will not accept responsibility for any complaints of poor customer service at all, this is the clients responsibility. All views expressed on our clients accounts are strictly theirs and theirs alone.

NOTICES

Notices by either party must be given in writing quoting both the purchase order number and the contract number of this agreement and may be delivered personally or sent by letter or by email, addressed to the other party at its address set out below. Any notice given by letter will be deemed to have been given at the time at which the letter would have been delivered in the ordinary course of the post, if sent by post, and on the date of delivery if delivered personally, or at the date of receipt if sent by email.

15.  ADDRESSES FOR COMMUNICATIONS           

“The Buyer”- ***FILL***

Social 90 - Granville House, 2 Tettenhall Road, Wolverhampton, WV1 4SB

GOVERNING LAW

This Agreement will be governed by and construed in accordance with English Law and each of the parties agrees to submit to the exclusive jurisdiction of the English courts as regards any claim or matter arising under this agreement.

In witness whereof the parties have caused this Agreement to be signed and do each hereby warrant and represent that their respective signatory whose signature appears below has been and is, on the date of this agreement, duly authorised by all necessary and appropriate corporate action to sign this agreement.

FOR MORE INFORMATION PLEASE CONATCT OUR SALES TEAM SALES@SOCIAL90.CO.UK