This Agreement represents the Terms & Conditions which apply between you (hereafter referred to as the Client) & Marketing & Software Solutions LTD – a company registered in England with Supplier number 15819094 (hereafter referred to as the Supplier) in relation to the provision of Marketing or/and Software services (hereafter referred to as the Service).
By registering for the Service you are acknowledging these terms & conditions & agree to be bound by them. You warrant that you buy our services as a business and not as a consumer.
It is now agreed as follows:
1. Definition
The following definitions apply in this agreement:“Confidential Information”
means all information obtained or disclosed, including but not limited to all data, documents, applications, papers, statements, slips, programmes, plans and/or any business/customer information, marketing strategies/plans and any and all other trade secrets, confidential knowledge or information of either party relating to its business, practices and procedures, which may be provided or communicated by such party to the other party in connection with this agreement and/or in the course of performance under this agreement.
“Privacy Policy”
Means the Supplier’s Privacy Policy which can be found at the following link: https://www.mssolutions-ltd.com/site/privacy.html
“Services”
means the services to be provided under this agreement which are described in Services Description
“Transaction”
means a sales invoice issued by or a payment received the Supplier
2. Interpretation
In this agreement unless the context otherwise requires: 2.1 A reference to one gender shall include any or all genders and a reference to the singular may be interpreted where appropriate as a reference to the plural and vice versa.2.2 In connection with any benefit given by this agreement, a reference to a party includes reference to its parent Supplier, affiliates and subsidiaries.
2.3 A reference to a paragraph or schedule is to a paragraph or schedule to this agreement unless the context otherwise requires. The schedules form part of this agreement.
2.4 The headings to the paragraphs and schedules (if any) to this agreement are inserted for convenience only and do not affect the interpretation.
2.5 Any agreement by either party not to do or omit to do something includes an obligation not to allow some other person to do or omit to do that same thing.
2.6 A reference to the knowledge, information, belief or awareness of any person shall be deemed to include the knowledge, information, belief or awareness that person would have if he had made reasonable inquiries.
2.7 This agreement is made only in the English language. If there is any conflict in meaning between the English language version of this agreement and any version or translation of this agreement in any other language, the English language version shall prevail. If a version of this agreement has been supplied to you in some language other than English, that is a courtesy only and that translated version is of no legal effect.
2.8 Nothing in this agreement shall create a partnership, agency or other relationship between the parties, other than the contractual relationship expressly provided for in this agreement.
2.9 Neither party shall have, nor represent that it has, any authority to make any commitment on the other party’s behalf, except as provided in this agreement.
3. The Client’s Responsibilities
3.1 The Client agrees to the following:3.1.1 Provide pertinent information about their market;
3.1.2 Keep track of marketing performance within the appropriate marketing tools;
3.1.3 Inform relevant staff and other contractors / companies, for the purpose of completing the tasks described above;
4. The Supplier’s Responsibilities
4.1.1 Provide promised software and software features;4.1.2 Provide any information needed by the client for them to work with the software;
4.1.3 Execute fairly the marketing campaigns of the client;
4.4 The Supplier may enter into multiple contracts similar to this contract with many different clients with no effect on this agreement.
5. Fees
5.1 For the Services, the Supplier shall be paid a fee to be determined by Sales upon request.5.2 Payment shall be made on a monthly basis (monthly).
5.3 Value added tax is payable in addition to the fees.
6. Warranties
6.1 The Client shall provide accurate, timely and complete data and fully operational systems to the Supplier to enable him to perform this contract.6.2 The Supplier will provide a competent, honest and trustworthy person to carry out the Service with the necessary skills and qualifications.
7. Confidentiality
7.1 Both parties are aware and agree that from time to time they will each have access to and be entrusted with Confidential Information of the other.7.2 They now undertake for themselves and every employee or sub-contractor whose services they may use both during and after termination of this contract that they will not divulge to any person whatever or otherwise make use of (and shall use our best endeavours to prevent the publication or disclosure of) any Confidential Information.
7.3 Without prejudice to the generality of the rest of this paragraph, the Supplier shall not alter or disclose any computer or computer programme password which the Client uses and shall preserve all documents and computer records belonging to the Client.
7.4 Each party hereby undertakes to the other to make all relevant employees agents and contractors aware of the confidentiality of information and the provisions of this paragraph and to take all reasonable steps as shall from time to time be necessary to ensure compliance with these provisions.
7.5 The Supplier shall ensure that the Customer’s data is managed in accordance with the Privacy Policy
8. Limitation of liability
8.1 The following provisions set out the Supplier’s entire liability (including any liability for the acts and omissions of its employees) to the Client in respect of:8.1.1 Any breach of its contractual obligations arising under this agreement; and
8.1.2 Any representation statement or tortious act or omission including negligence arising under or in connection with this agreement.
8.2 Any act or omission on the Supplier’s part, falling within this paragraph shall be known as an ‘Event of Default’.
8.3 The Supplier’s entire liability in respect of any Event of Default shall be limited to damages of an amount equal to the total price paid by the Client in the 3 month period immediately preceding the start of the Event of Default.
8.4 The Supplier shall not be liable to the Client in respect of any Event of Default for loss of profits goodwill or any type of special, indirect or consequential loss (including loss or damage suffered by the Client as a result of an action brought by a third party) even if such loss was reasonably foreseeable or the Supplier had been advised of the possibility of the Client incurring the same.
8.5 If a number of Events of Default give rise to substantially the same loss then they shall be regarded as giving rise to only one claim under this agreement.
9. Termination
9.1 Either party may terminate this agreement by giving one month’s written notice to the other within the first month of the contract date without incurring a penalty.9.2 This contract may be terminated:
9.2.1 Immediately by the Supplier if the Client fails to pay any sum within 7 days of the due date, and
9.2.2 Immediately by either party if the other commits any material breach of any term of this agreement and which in the case of a breach capable of being remedied is not remedied within 30 days of a written request to remedy it, and
9.2.3 Immediately by either party or a trustee, receiver, administrative receiver or similar officer is appointed in respect of all or any part of the business or assets of the other party or if a petition is presented or a meeting is convened for the purpose of considering a resolution or other steps are taken for the winding-up of the other party or for the making of an administration or bankruptcy order (otherwise than for the purpose of amalgamation or reconstruction).
9.3 The termination of this agreement by this paragraph shall be without prejudice to any other rights or remedies to which a party may be entitled.
10. Miscellaneous matters
10.1 No amendment or variation to this agreement is valid unless in writing, signed by each of the parties or his authorised representative.10.2 So far as any time, date or period is mentioned in this agreement, time shall be of the essence.
10.3 For the purposes of the Data Protection Act 1998 the Supplier consents to the processing of all or any personal data (in manual, electronic or any other form) relevant to this agreement by the Client and/or any agent or third party nominated by the Client and bound by a duty of confidentiality. Processing includes but is not limited to obtaining, recording, using and holding data and includes the transfer of data to any country either inside or outside the EEA.
10.4 If any term or provision of this agreement is at any time held by any jurisdiction to be void, invalid or unenforceable, then it shall be treated as changed or reduced, only to the extent minimally necessary to bring it within the laws of that jurisdiction and to prevent it from being void and it shall be binding in that changed or reduced form. Subject to that, each provision shall be interpreted as severable and shall not in any way affect any other of these terms.
10.5 This agreement contains the entire agreement between the parties and supersedes all previous agreements and understandings between the parties. Each party acknowledges that, in entering into this agreement, he does not rely on any representation, warranty or other term not forming part of this agreement.
10.6 No failure or delay by any party to exercise any right, power or remedy will operate as a waiver of it nor indicate any intention to reduce that or any other right in the future.
10.7 Severability – If any term in this agreement is at any time held by any jurisdiction to be void, invalid or unenforceable, then it shall be treated as changed or reduced, only to the extent minimally necessary to bring it within the laws of that jurisdiction and to prevent it from being void and it shall be binding in that changed or reduced form. Subject to that, each provision shall be interpreted as independent and severable from each other paragraph.
10.8 Any communication to be served on either of the parties by the other shall be delivered by hand or sent by first class post or recorded delivery or by e-mail.
It shall be deemed to have been delivered:
if delivered by hand: on the day of delivery;
if sent by post to the correct address: within 72 hours of posting
sent by e-mail to the address from which the receiving party has last sent e-mail: within 24 hours if no notice of non-receipt has been received by the sender.
10.9 In the event of a dispute between the parties to this agreement, then they undertake to attempt to settle the dispute by engaging in good faith with the other in a process of mediation before commencing arbitration or litigation.
10.10 In the event of any conflict between any term of this agreement and the provisions of the articles of a limited Supplier or any comparable document intended to regulate any other corporate or collective body, then the terms of this agreement shall prevail.
10.11 This agreement does not give any right to any third party under the Contracts (Rights of Third Parties) Act 1999 or otherwise.
10.12 The validity, construction and performance of this agreement shall be governed by the laws of England and Wales and the parties agree that any dispute arising from it shall be litigated only in England.
Description of the Services
Access to the softwareAcess to the Marketing Dashboard
Running marketing campaigns
Following up on the marketing budgets spent
Help and advice via email