Please take the time to read the terms of service below when working with us (Freshsocks Media Ltd). They’re not meant to be scary, just a written agreement which forms the basis of any business conducted. If you have any queries or issues please feel free to contact us. Please note we do update these terms and conditions from time to time, so please review regularly.
01. Definitions
In these Conditions, unless the context requires otherwise:
‘Client’ means the person whose name and address are specified in the Specification;
‘Company’ means Freshsocks Media Ltd of registered office: 2 Hilliards Court, Chester Business Park, Chester, UK, CH4 9PX
‘Conditions’ means these conditions and the Specification and any special terms and conditions agreed in writing by the Company;
‘Contract’ means the agreement between the Company and the Client for the performance of the Work subject to the Conditions;
‘IPR’ means all property right title and interest including without limitation copyrights, related rights, patents or patent rights, trademarks, trade names, service marks, design rights, rights in unfair competition, confidential information (such as know-how, trade secrets) and other similar or intellectual property rights;
‘Price’ means the Company’s price specified in the Specification and any Project Change Request for the performance of the Work (varied, as the case may be by a Project Change Request) and, if applicable, the sale of any goods excluding carriage, packing, insurance and VAT;
‘Project Change Request’ means a document in the Company’s written standard form evidencing agreement between the Companyand the Client for the performance of services additional to the Workand/or for variation of the Contract;
‘Specification’ means the attached or endorsed letter or other project specification document (as varied by any relating Project Change Request) detailing the services to be supplied and the Company’s pricefor the performance of the Work;
‘Work’ means the services specified in the Specification.
02. Conditions applicable
The Conditions shall apply to all contracts for the performance of services and/or sale of any goods by the Company to the Client to the exclusion of all other terms and conditions, including any terms or conditions which the Client may purport to apply under any purchase order, confirmation of order or similar document. All orders from the Client shall be deemed to be an offer to purchase on these Conditions.
03. Scope of the Contract and Variation
The Company will carry out the Work subject to the Conditions for payment by the Client to the Company of the Price. Any additional services required by the Client not included in the Specification and the price therefore will be agreed between the Client and the Company and confirmed in writing as a Project Change Request, before such additional services are undertaken. The Contract shall not be amended, varied or supplemented except in writing signed by duly authorised representatives of the parties in accordance with this condition.
04. Time
So long as the Client has promptly supplied any information requested by the Company and complied with its obligations under the Contract, the Company shall use reasonable endeavors to perform the Work by any time notified by the Client, but time shall not be of the essence of performance of the Work and the Company shall not be liable for any loss to the Client of any nature, direct or indirect, resulting from any delay in completion of the Work, however caused or arising. The Contract shall automatically terminate on completion of the Work, save for conditions 6, 7, 8 and 9 which continue indefinitely.
05. Price, Expenses and Payment
5.1. The Client shall pay the Price to the Company in the manner specified in the Specification. Payment of the Price and VAT shall be due in full within 14 days of the date of the Company’s invoice. Time for payment shall be of the essence. Statutory interest on overdue invoices shall accrue 30 days from the date when payment becomes due from day to day until the date of payment at a rate of 8% above Bank of England base,accruing at such rate after as well as before any judgment.
5.2 The Client shall not be entitled to deduct or withhold from or set off against any payment due to the Company under the Contract, any amount or claim which may be due to or which may be alleged to be due to the Client from the Company on any account.
5.3 Unless otherwise agreed in writing between the Client and the Company, any travelling and other out-of-pocket expenses incurred by the Company in performing the Contract will be charged to the Client at the Company’s normal rates and is an addition to the Price. This includes stock assets or fonts, which were not specified in the Specification. The Company will not make any unauthorized purchases outside of the Specification unless instructed by the Client.
5.4 The Company reserves the right to charge a fee for any second or subsequent copy of any written and/or electronic material supplied pursuant to the Contract, which may be requested by the Client.
6. Confidentiality
The Company will use reasonable endeavors to ensure that any information disclosed by the Client will be kept confidential, except where the information:-
a) is in the possession of, and is at the free disposal of, the Company and its employees or agents or is published or is otherwise in the public domain prior to the receipt of such information by the Company;
b) currently is or becomes available through no fault of the Company or its servants or agents;
c) is received in good faith by the Company or its servants or agents from a third party; or
d) is required to be disclosed by law.
7. Publicity/Publication
The Client shall not publish any press release or other communication in any form or medium concerning the Contract without the prior written approval of the Company.
8. IPR and Other Property
8.1 Subject to the Specification and conditions 8.2 and 8.3, all new IPR arising exclusively from carrying out the Work and not subject to licenses, copyright, trademarks, design rights or patents, shall, on full payment of the Price, become the property of the Client unless agreed otherwise in writing between the parties.
8.2 All background IPR shall remain the property of the originating party. In particular, the Client acknowledges that any and all of the IPR subsisting in or used in connection with the written and/or electronic material and/or products and hardware and software and/or any part of them to be provided by the Company to the Client under the Contract are and shall remain the property of the Company. The Client shall not during or at any time after the expiry or termination of the Contract in any way question or dispute the Company’s ownership. The Company retains the rights to publish completed work for case study purposes and may also include a credit somewhere appropriate within the completed work.
8.3 Unless the Company otherwise agrees in writing, the Company shall not be obliged at any time to give the Client access to project files produced by the Company under the Contract, ownership of which shall be retained by the Company.
8.4 Subject to the foregoing conditions, title to goods supplied by the Company under the Contract shall pass to the Client on full payment of the Company’s invoice therefore. Risk in such goods shall pass tothe Client on delivery. Goods supplied may be used during the 14 days final payment is due, however the Company reserves the right to withhold any further use after this period until full payment and applicable interest is paid.
9. Limitation of Liability
The Client’s attention is particularly drawn to the provisions of this condition:
9.1 This condition 9 sets out the entire financial liability of the Company (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Client in respect of:-
a) any breach of the Contract;
b) any use made by the Client of the Work, any goods supplied under the Contract, any deliverables or any part of them; and
c) any representation, statement or tortious act or omission (including negligence) arising under or in connection with the Contract.
9.2 Nothing in these Conditions affects the Company’s liability for:-
a) death or personal injury resulting from negligence; or
b) any damage or liability incurred by the Client as a result of fraud or fraudulent misrepresentation by the Company.
9.3 All express or implied warranties, conditions and other terms are, to the fullest extent permitted by law, excluded from the Contract, save to the extent set out in these Conditions.
9.4 The Company does not warrant or undertake that the Work will be carried out by any specific individual or that it will achieve any particular purpose, aim or requirement of the Client save to the extent set out in the Specification.
9.5 The Company will perform the Work with reasonable skill and care, provided always that the Client has complied with its obligations under the Contract. The Company may suspend performance of its obligations under the Contract if the Client has not paid any sum by the due date for payment thereof or if the Client is otherwise in breach of any of its obligations under the Contract.
9.6 The Company warrants that any goods supplied under the Contract will at the time of delivery correspond to any description given.
9.7 Subject to the foregoing provisions of this condition, the Company shall not be liable for any loss of profits; loss of business; loss of goodwill, reputation and/or similar loss; loss of anticipated savings; increased operating costs; loss of goods; loss of use or loss or corruption of data or information; or any special, indirect, consequential or economic loss, costs, damages, charges or expenses, suffered by the Client, howsoever arising.
9.8 The Company’s total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise arising in connection with the performance or contemplated performance of the Contract shall be limited to the Price.
10. Obligations of the Client
10.1 The Client shall give the Company such access to the Client’s premises, information, records and other material as the Company mayreasonably require to perform the Contract. Further, the Client shall:-
a) inform the Company of the rules and regulations which are then in force for the conduct of personnel on the Client’s premises;
b) make available, if necessary, such working space and facilities at the Client’s premises as the Company may reasonably require for its employees;
c) make available appropriate personnel to liaise with the Company’s employees;
d) secure and otherwise keep safe all and any property of the Company’s employees while they are on the Client’s premises;
e) be responsible for the Company’s employees while they are on the Client’s premises, and indemnify the Company accordingly.
10.2 The Client shall supply the Company free of charge with such information, documents, materials, instruments, or equipment, as the Company may need to perform its obligations under the Contract.
10.3 The Client warrants and undertakes to the Company that the Client has specified the Work after duly and carefully considering its suitability for the Client’s business.
10.4 The Client shall fully and effectually indemnify the Company and keep it indemnified against all actions, proceedings, costs, claims, demands and liability which may be taken against, suffered by or incurred by the Company arising directly or indirectly from any failure on the part of the Client to perform its obligations under the Contract.
10.5 The Client hereby agrees that neither it nor its holding company nor any subsidiary nor any subsidiary of its holding company will during the currency of the Contract and for the period of 12 calendar months after its expiry or termination whether by itself, its officers, employees, agents or otherwise howsoever enter into a contract or arrangement whether as a consultant, principal, partner, director, employee or otherwise directly or indirectly with any employee or agent of the Company who has provided services under the Contract or in connection with the performance of the Work, except if previously agreed in writing between the Company and the Client.
11. Assignment and Sub-contracting
The Client shall not assign all or any part of its rights or benefits under the Contract and shall not delegate, transfer or sub-contract its obligations in whole or in part. The Company may assign some elements of work to sub-contractors (e.g. Voice over artists etc…). The Company gives no undertaking or assurance that online content will not be stored on storage media, which are the property of or maintained by third parties. The Company will produce all the work to retain continuity
12. Termination
12.1 Either party may terminate the Contract forthwith by notice in writing if the other:-
a) commits a serious breach of any of the terms of the Contract; or
b) commits a breach of the Contract which, if the breach is capable of remedy, shall not have been remedied within 30 days of the receipt by one party of a notice from the other party identifying the breach and requiring remedy; or
c) is unable to pay its debts or enters into liquidation or compounds with or convenes a meeting of its creditors or has a receiver or manager or administrator appointed or ceases for any reason to carry on business or takes or suffers any similar action which in the opinion of the party giving notice means that the other may be unable to pay its debts.
12.2 In the event of termination of the Contract, the Client shall pay the Company for all work carried out prior to the date of termination.
13. Force Majeure
The Company shall not be liable to the Client if it is prevented from or delayed in performing its obligations under the Contract by acts, events, omissions or accidents beyond its reasonable control, including strike, lock-out or other industrial dispute, failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, fire, flood, storm or default of suppliers or sub-contractors. In the unlikely case of plant or machinery breakdown, agreed deadlines may be extended. Any liability for delayed completion of agreed works will not in any case exceed the value of the contract.
14. Arbitration
The parties shall use all reasonable endeavors to settle amicably any question, difference or dispute arising out of or in connection with the Contract (including, without limitation, any question regarding its existence, validity or termination). If the parties fail to settle the question, difference or dispute within a reasonable period, then either party may refer it to a single arbitrator who shall be agreed between the parties or, failing such agreement within 30 days of the request by one party to the other that the matter be referred to arbitration in accordance with this condition, then either party may apply to the President for the time being of the Chartered Institute of Arbitrators to appoint the arbitrator. The decision of the arbitrator shall be final and binding upon the parties. Any reference under this paragraph shall be to arbitration within the meaning of the Arbitration Act 1996.
15. Governing Law and Jurisdiction
The Contract shall be governed by and construed in accordance with English Law and the parties submit for all purposes in connection with the Contract to the non-exclusive jurisdiction of the English courts.
16. Entire Agreement
The Contract constitutes the entire agreement between the parties and supersedes all prior, oral and written agreements, understandings or arrangements relating to the subject matter of the Contract. Neither party shall be entitled to rely on any agreement, understanding, representation or arrangement which is not expressly set forth in the Contract.
17. Third Party Rights
A person who is not a party to the Contract shall not have any rights under or in connection with it by virtue of the Contracts (Rights of Third Parties) Act 1999 but this does not affect any right or remedy of a third party which exists, or is available, apart from that Act.
18. Notice
Correspondence and notices regarding the Contract should be Addressed:-
a) (in respect of the Company): Freshsocks Media Ltd of registered office: 2 Hilliards Court, Chester Business Park, Chester, UK, CH4 9PX
b) (in respect of the Client): the Primary Contact named in the Specification.