TERMS AND CONDITIONS FOR THE SUPPLY OF MARKETING SERVICES BY TRUE COLORS MARKETING FIRM.
DEFINITIONS AND INTERPRETATION
1.1. In these terms and conditions the following definitions apply unless otherwise stated:
‘Business Day’ means a day (other than a Saturday, Sunday or public holiday) when banks in California are open for business.
'Contract' means the contract between the Company and the Client for the supply of Services governed by these Terms and the Order.
‘Client’ means the individual or business entity who purchases Services from the Company and whose details are set out in the Order.
‘Intellectual Property Rights’ means all patents, rights to inventions, utility models, copyright and related rights, trade marks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database right, topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world.
‘Order’ means the agreed overview of marketing project requested by client and outlined via Invoice.
‘Services’ means the services the Company will provide to the Client as specified in the Order.
‘Terms’ means these terms and conditions as updated from time to time by the Company.
1.2. Where these Terms use words in their singular form, they shall also be read to include the plural form of the word and vice versa. Where these Conditions use words which denote a particular gender, they shall be also read to include all genders and vice versa.
1.3. The headings in this document are inserted for convenience only and shall not affect the construction or interpretation of these Terms.
1.4. A reference to a statute or statutory provision is a reference to such statute or statutory provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted.
2. TERMS AND CONDITIONS
2.1. These Terms shall apply to all agreements concluded between the Company and the Client to the exclusion of any other terms that the Client seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
2.2. Receipt of payment from Client binds the Terms and Conditions. Once payment is received, no refunds are allowed.
2.3. If Client owes an outstanding balance or compromises the business of True Colors Marketing Firm, Company has the right pause all services and restrict or limit access to Client's digital accounts Company manages. Client forfeits access to online accounts Company manages: including website and social media channels until balance is paid.
3. THE CONTRACT
3.1. Contract details are outlined on invoice or website service page.
3.2. The Order constitutes an offer to the Client to purchase the Services in accordance with these Terms. The Client shall ensure that the terms of the Order and any relevant Specification are accurate.
3.3. The Order shall be deemed accepted when the Company issues a written acceptance of the Order, or when the Company has started to provide the Services having received the Order, whichever happens first, at which point the Contract shall come into existence.
3.4. The Contract constitutes the entire agreement between the Company to provide the Services to the Client and for the Client to purchase those Services, in accordance with these Terms.
4. COMPANY OBLIGATIONS AND WARRANTIES
4.1. The Company warrants that it will provide the Services as stipulated in the Order using reasonable care and skill to conform in all material respects with the Specification.
4.2. The Company shall use all reasonable endeavors to meet any performance dates specified in the Order but any such dates shall be estimates only and time shall not be of the essence for the provision of the Services. The Company shall not be liable for any delay in delivery of the Services caused by a Force Majeure event or the Client’s failure to provide the Company with adequate delivery instructions or any other instructions relevant to the supply of the Services.
4.3. The Company shall have the right to make any changes to the Services which are necessary to comply with any applicable law.
4.4. The Company shall be entitled to use other subcontractors for the provision of the Services provided always that the Company shall remain liable to the Client for the performance of the Services as if it had carried them out itself.
5. CLIENT’S OBLIGATIONS AND INDEMNITIES
5.1. The Client shall provide assistance and technical information to the Company, as reasonably required by the Company in sufficient time to facilitate the execution of an Order in accordance with any estimated delivery dates or milestones. The Client shall have sole responsibility for ensuring the accuracy of all information provided to the Company and warrants and undertakes to the Company that the Client’s employees assisting in the execution of an Order have the necessary skills and authority.
5.2. The Client shall be obliged as quickly as possible and within the agreed deadline to comment on and or approve materials provided under the Services, including (without limitation) advertising copy, search terms and graphic material submitted by the Company.
5.3. The Client shall indemnify and keep the Company indemnified fully against all liabilities, costs and expenses whatsoever and howsoever incurred by the Company in respect of any third parties as a result of the provision of the Services in accordance with the Order, Specification, or the content of the Client’s advertising or web pages which result in claims or proceedings against the Company for infringement of any Intellectual Property Rights or other proprietary rights of third parties, or for breach of confidentiality or contract or for defamation.
5.4. The Client undertakes to comply with all applicable rules, regulations, codes of practice and laws relating to its use of the Services, including without limitation its obligations under the Data Protection Act 1998, the Regulation of Investigatory Powers Act 2000, Competition Act 1998 and the E-Commerce Directive and equivalent legislation and hereby agrees to indemnify and to keep the Company indemnified in respect of any and all costs, claims or proceedings whatsoever brought against the Company by any third party in connection with any breach of the same by the Client.
5.5. As standard across the Services and unless otherwise notified, the Client shall be exclusively responsible for implementing the optimization changes recommended by the Company. As notified by the Company, in certain cases for amendments to existing optimizations, the Client shall allow the Company use username and passwords in order to gain access to accounts.
6.1. The only acceptable method of payment is electronic, via Company's invoicing system, third party payment or direct transfer. No paper checks are accepted.
6.2. Once payments are received they are non-refundable.
6.3. Client is obligated to pay their invoice and/or correlated fees according to their contract.
7. LAW AND JURISDICTION
7.1. The Company and the Client shall be obliged to attempt to settle any disputes arising between them including disputes relating to the existence or validity of the Contract through negotiation provided always that either party shall be entitled at all times to exercise any of its other remedies including through taking legal action.
7.2. Not all services require a written contracts. Typically one-time services will not have a corresponding contract. Client agrees to terms outline in Invoice.
7.3. The Contract shall be governed by and construed in accordance with English law and the parties hereby agree to submit to the non-exclusive jurisdiction of the English courts.