Terms & Conditions
These Terms and Conditions are the standard terms of engagement from The Social Managers Ltd of The Manor, Main street, Grove, Wantage, OX12 7JJ
Definitions and Interpretation
1.1. In these Terms and Conditions, unless the context otherwise requires, the following expressions have the following meanings:
‘Contract’ means the agreement for the purchase and sale of Services, as explained in Clause 2;
‘Content’ means any writing, images or video used for the purpose of marketing Your business.
‘Intellectual Property Rights’ means all patents, rights to inventions, utility models, copyright and related rights, trademarks, 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.
‘Price’ means the price payable for Services;
‘Proposal’ means the written scope of work provide by Us which contains our proposals for providing services to You.
‘Services’ means the provision of Services which may include, Social Media Management, strategy and planning, blog writing, content creation, Digital Advertising, advice or other services which We undertake to perform or provide for You under the Contract.
‘We/Us/Our’ means The Social Managers and includes all employees and agents of The Social Managers.
‘Writing’ includes electronic mail, facsimile transmission, social media messages and comparable means of communication.
‘You/Your/Yours’ means the organisation and / or any individual or associate signing on Your behalf for whom we provide Our Services.
2.1. Any Proposal given by Us shall not constitute an offer and is only valid for a period of 30 days from its date of issue.
2.2. These Terms & Conditions and any Proposal provided by Us constitute the entire Contract between You and Us.
2.3. The contract is considered to start when You have confirmed acceptance of Our Proposal and these Terms, or made a booking online, and we have positively acknowledged your acceptance/booking (Start Date). They will remain in force until terminated as per clause 9 or the work is completed in the case of ad-hoc Services.
2.4. The Parties agree to do everything necessary to ensure that the terms of this Contract take effect.
2.5. These Terms & Conditions apply to the Contract to the exclusion of any other terms that You seek to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
2.6. No addition, alteration, substitution or waiver of these terms and conditions will be valid unless expressly accepted in writing by us or a person authorised to sign on our behalf.
Supply of Services
3.1. Services specific to this Contract will be outlined in the Proposal that accompanies these terms and conditions.
3.2. We shall provide to You the Services; and perform the Services with a reasonable level of skill and care in accordance with a degree of skill, diligence, prudence and foresight which, as at the relevant time, would reasonably be expected from a skilled and experienced marketing specialist seeking in good faith to comply with its contractual obligations.
3.3. In performing digital marketing services, We shall either develop a plan or implement the plan developed by You, intended to improve the visibility of Your business profile on the selected social media sites.
3.4. We will perform the Services using our own staff. However, We reserve the right to sub-contract the whole or part of the work. We will notify you if Data Protection Regulation requires Us to do so. We remain responsible for the quality of any work carried out on our behalf by a third-party.
3.5. Whilst some email and telephone support may be provided as part of the Service, excessive use of this support will be charged at Our hourly rate. You will be notified when this becomes relevant.
3.6. Any additional work or variations to the proposal will only be undertaken upon acceptance of a separate agreement with all costs to be agreed by both parties in writing, before work commences.
Social Media Management
4.1. You acknowledge that the Services will require You to enable Us to make posts on Your behalf across the social media sites and / or Your Website included with the Service to influence the visibility and ranking of Your profile.
4.2. We provide no guarantees as to an increase in Your social media presence. While We will do our utmost to increase Your digital presence, We give no guarantees to targets or specific figures. The service We provide is directly relational to management and therefore is a time saving and efficiency service.
4.3. We cannot control the posts of others on your social media channels and will not be liable for any negative feedback or posts You receive. We can help you to respond effectively to them.
5.1. The cost of advertising spend is stated in the Proposal and payment is required in advance, unless otherwise agreed.
5.2. Should You wish to make a change to the budget during the deployment of the advertising then We will invoice or credit You, as appropriate, at the next billing point.
5.3. If You, or Your representative changes, or adjusts adverts we have created You are solely responsible for the performance of that advert.
5.4. PPC advertising may be subject to the individual Social Network’s policies and procedures. Each edit or change made to such policies and procedures may affect the Campaign and You acknowledge that this is outside Our control. We will endeavour to rectify any negative effects on the Campaign arising from an edit or change to these policies and procedures.
1-2-1 Sessions, Workshops & Training
6.1. A booking is not secured for any session, workshop or training session until Your payment has been received.
6.2. Delegate substitution may be made at any time. We must be notified, as soon as possible, in writing of the change of Delegate and provided with the new delegate’s full contact details.
6.3. You may defer a 1-2-1 session to a future date, providing the new date is within 3 months of the original session date. You will only be allowed to defer once. A minimum of 48 hours’ notice is required to defer a 1-2-1 session.
6.4. You may defer a Delegates place on a Workshop or training session to the same Workshop or Training session being run at a later date, providing the date of the new workshop or Training is within 6 months of the original date. You will only be allowed to defer once.
6.5. It may be necessary for Us to change the content and timing of a Workshop or training session, the trainer, the date or the venue. In the unlikely event of Us having to cancel a 1-2-1 session, workshop or Training, a full refund will be made unless You transfer Your booking to an alternative date/venue. For all bookings, Our liability shall be limited to the amount of the fee actually paid to Us by You. For this reason, You are encouraged not to book travel or accommodation more than two weeks prior to any Workshop / session date.
6.6. In the unlikely event of a replacement Workshop / Session being cancelled by Us, a full refund will be made.
6.7. Corporate customers (customers who book training for their staff) will be responsible for their employees and all obligations under these Terms, including but without limitation to payment for Services. Corporate customers shall use all reasonable efforts to ensure that any employees booked on training attend such sessions.
6.8. We reserve the right to invoice an additional amount for Training Sessions where the agreed maximum number has been exceeded, unless agreed upon prior to the Session date. We do not offer discounts for fewer delegates attending.
Price and Payment
7.1. Prices specific to this Contract will be outlined in the Proposal that accompanies these terms and conditions. This will include the requirement for any deposit or advance payment payable at the time of booking.
7.2. Additional charges may be applied for travel, accommodation and subsistence depending on the location where the Services are to be provided and the Term of this Contract. All additional charges will be agreed with You in advance.
7.3. Unless otherwise agreed in writing, We require You to pay for 1-2-1 sessions, training, workshops and general social media management charges upon presentation of Invoice, which will be issued prior to the date of the session, training or workshop or commencement of contract.
7.4. For all other Services invoices will be issued as per the date or schedule specified in the Proposal.
7.5. Invoices are payable immediately unless otherwise specified in the Proposal. The time of payment of the price shall be of the essence of the Contract.
7.6. In the event that this Contract is terminated by You prior to completion of the Services but where the Services have been partially performed, We will be entitled to pro rata payment of the Price to the date of termination provided there has been no breach of contract on Our part.
7.7. The Price as stated in the Contract does not include Value Added Tax (“VAT”). All prices are in British Pounds Sterling.
7.8. We accept payment by BACS/Faster Payment and by Debit or Credit Card. Our bank details are on Our Invoice.
7.9. We reserve the right to withhold the provision of any Materials created for you, until payment has been made and received in full.
7.10. If payment of the price or any part thereof is not made by the due date, We may:
Cancel the Contract or suspend any further provision of the Services to You with immediate effect. Any such period of suspension shall be disregarded for contractual time limits previously agreed for the completion of the Services,
Exercise our statutory right to charge interest at 8% above the Bank of England base rate on late business debts under provisions in the Late Payments of Commercial Debts (Interest) Act 1998.
Apply a charge of £10 (to cover administrative expenses and not as a penalty) per reminder for overdue payment submitted to You. We shall be entitled to submit such reminders on a weekly basis once the fees have become overdue.
Charge You the costs of recovery of any outstanding amount including legal costs and disbursements.
8.1. You shall be responsible for providing Us with the necessary login details to make posts and for providing copy and/or information necessary for Us to ensure posts are fully effective.
8.2. You retain full responsibility for maintaining Your social media profile and all links and content contained therein.
8.3. You acknowledge that Our ability to provide the Services is dependent upon Your full and prompt co-operation as well as the accuracy and completeness of any information and data You provide to Us. Accordingly, You shall, in a timely manner, provide Us with access to, and use of, all information, data and documentation reasonably required by Us for the performance by Us of Our obligations under the Contract.
8.4. You agree to follow Our reasonable instructions and procedures with respect to the Services. You agree to provide Us with all relevant information and images, in an acceptable format, as requested by Us prior to project commencement.
8.5. You shall be responsible for signing off any content and images we create on your behalf. We will provide three (3) revisions to the original content or image offered. Any further revisions will be charged at Our hourly rate.
8.6. We shall not be required to create any content which in Our opinion is, or may be of, an illegal or libellous nature or an infringement of the proprietary or other rights of any third party. We shall be indemnified by you in respect of any claims, costs and expenses arising out of any libellous matter or any infringement of copyright, patent, design of or any other proprietary or personal rights contained in any Copy created for You. The indemnity shall extend to any amounts paid on a solicitor's advice in settlement of any claim.
8.7. Where We are required to perform the Services on Your premises, You agree to provide a full and safe working environment for Our staff and contractors.
8.8. You agree to ensure that the Our staff and any sub-contractors engaged by Us are informed of all relevant health & safety requirements of Your site at the outset of any Services performed.
8.9. You agree to have in place suitable employer’s liability and public liability insurance for when the Services are performed by Us on Your premises.
9.1. For retained Services, either party may terminate this Contract at any time by giving one (1) month’s notice in writing to the other party, subject to sub-clause 7.6
9.2. For ad-hoc Services You may terminate this Contract at any time by giving immediate notice subject to sub-clause 7.6.
9.3. For cancellation of 1-2-1 sessions, Workshops and Training the following notice periods apply, after which you may not be entitled to a full refund.
For 1-2-1 sessions a minimum of 48 hours’ notice is required;
For Workshops a minimum of three (3) working days’ notice is required;
For Company Training Sessions, a minimum of one (1) weeks’ notice is required.
9.4. We reserve the right to terminate the Contract with immediate effect in the event of any of the following:
You commit a material breach of the Contract and, in the case of a breach capable of being remedied, fail to remedy it within a reasonable time of being given written notice from Us to do so; or
You commit a material breach of the Contract which cannot be remedied under any circumstances; or
You pass a resolution for winding up (other than for solvent amalgamation or reconstruction), or a court of competent jurisdiction makes an order to that effect; or
You cease to carry on Your business or substantially the whole of Your business; or
You are declared insolvent, or convene a meeting of creditors or make or propose to make any arrangement or composition with Your creditors; or
A liquidator, receiver, administrative receiver, manager, trustee or similar officer is appointed over any of Your assets.
9.5. All notices of termination of the Contract should be submitted to the other Party in Writing.
9.6. No employee and / or sub-contractor appointed by Us is allowed to contract with You for a period of 1 year from contract.
Should it transpire that You have contractually engaged directly with any of Our employees (past or present) and / or sub-contractors (past or present) during Your contract period and / or up to one year after Your contract period, You will be liable to Us for the full contract fee paid or to be paid to such person or persons.
10.1. Nothing in this Agreement shall exclude or limit either party’s liability for death or personal injury resulting from the negligence of that party or their employees, agents or sub-contractors, for fraudulent misrepresentation or concealment or for any other liability that cannot be in any way excluded or limited at law.
10.2. Except as otherwise expressly provided in the Agreement:
Our liability to You in contract, tort, negligence or otherwise arising out of or in connection with the Agreement or the performance or observation of its obligations under the Agreement shall be limited in aggregate to the monthly charges paid by You to Us under the Agreement; and
We shall not be liable in contract, tort, negligence or otherwise arising out of or in connection with this Agreement for any economic losses (including, without limitation, any loss of profits, business, contracts, goodwill, revenue or anticipated savings) or any special, indirect or consequential losses or any destruction of data arising out of or in connection with the Agreement.
10.3. This indemnification will survive the termination of this Contract.
Events Outside of Our Control (Force Majeure)
11.1. We shall not be liable for any delay or failure to perform any of Our obligations if the delay or failure results from events or circumstances outside Our reasonable control. These include, but are not limited to, acts of God, power failure, internet service provider failure, industrial action, war, fire, explosion, acts of terrorism, governmental action, epidemic or other natural disaster, or any other event that is beyond Our control, and We shall be entitled to a reasonable extension of Our obligations. If the delay persists for such time as We consider unreasonable, We may, without liability on Our part, terminate the Contract.
11.2. If an event outside of Our control occurs and you wish to cancel the Contract, you may do so in accordance with your right to cancel under Clause 9 above.
Communication and Contact Details
12.1. If you wish to contact Us with questions or feedback, you may contact Us by telephone at 07505 903334, by email at firstname.lastname@example.org
Intellectual Property Rights
13.1. You are responsible for ensuring that You have the right to use any Intellectual Property Rights when You provide any text, image or representation (“Materials”) to Us for incorporation into the Services and You hereby grant or agree to procure the grant of (as applicable) an irrevocable licence to Us to use such Materials for the purposes of providing the Services for the duration of the Contract.
13.2. You shall be responsible for ensuring that the contents of Materials which You have contributed or approved are not in contravention of legislation, decency, marketing rules or any other third-party rights. We shall be entitled to reject and delete such material without incurring any liability. In addition, We shall be entitled to cancel the contract.
13.3. You shall indemnify Us against all damages, losses and expenses suffered or incurred by Us because of the Materials which You have contributed or approved being in contravention of legislation, decency, marketing rules or any action that any such Materials infringe any Intellectual Property Rights of a third party.
13.4. The parties shall be obliged to notify the other party without undue delay of any claims raised against a party as described above.
13.5. The Intellectual Property Rights created, developed, subsisting or used in connection with the Services be Our property or the property of the relevant third party from whom We have acquired a right of use with a view to executing the Contract Until such time as payment has been made in full. Upon full payment all Intellectual Property Rights of marketing materials produced by us are passed to You.
13.6. While We are not aware, to the best of Our knowledge, that any Materials is / are in infringement of any design rights, copyright or other Intellectual Property Rights of any third party, We do not give any particular warranty in this respect.
13.7. We reserve the right to use any images produced by Us as part of the Services in our marketing.
14.1. Exclusivity is not guaranteed as We treat each individual business or organisation in a bespoke and confidential fashion – unless We deem it to be unworkable and this will be Our decision. Every business is different as the people in every business are unique.
14.2. We are willing to sign None Disclosure Agreements when relevant.
14.3. If you wish to discuss an exclusive contract with Us, on a retainer basis, there would be a premium attached to our Fees as this would restrict Us from obtaining work from a similar business within a specified geographical radius.
14.4. We will not terminate the contract of an existing client to meet the needs of a new client.
Confidentiality and Data Protection
15.1. Confidential Information (the “Confidential Information”) refers to any data or information relating to your business which would reasonably be considered to be proprietary to You including, but not limited to, Output Material, business processes and client information and that is not generally known in your industry and where the release of that Confidential Information could reasonably be expected to cause You harm.
15.2. All written and oral information and material disclosed or provided by You to Us under this agreement is Confidential Information regardless of whether it was provided before or after the date of this agreement or how it was provided to Us.
15.3. On the conclusion or termination of the Contract both parties shall cease to use all copies of confidential information obtained from the other except in so far as the law requires the information be retained in which event it shall be kept until such period is over and, in any event, kept strictly confidential under the provisions of this clause.
15.4. ‘Data Protection Legislation’ refers to all applicable privacy and data protection laws including the General Data Protection Regulation ((EU) 2016/679) and any applicable national implementing laws, regulations and secondary legislation in England and Wales relating to the processing of Personal Data and the privacy of electronic communications, as amended, replaced or updated from time to time, including the Privacy and Electronic Communications Directive (2002/58/EC) and the Privacy and Electronic Communications (EC Directive) Regulations 2003 (SI 2003/2426).
15.5. Both parties shall ensure that they, their employees, agents and sub-Contractors shall observe the requirements of all UK Data Protection legislation and any amendments or revisions thereto in the provision and use of the subject matter of the Contract and personal data processed under it and shall comply with any request made or direction given to the other which is directly due to the requirements of such Legislation.
15.6. All personal information that We may collect (including, but not limited to, your name and address) will be collected, used and held in accordance with the provisions of UK Data Protection legislation and your rights under that legislation.
15.8. We may use your personal information to:
Provide Services to you;
In certain circumstances, and with your consent, We may pass your personal information on to credit reference agencies. These agencies are also bound by UK Data Protection legislation and should use and hold your personal information accordingly.
We shall take the same care as We use with Our own confidential information, to avoid, without Your consent, the disclosure to any third party (except a subcontractor working on the Services who is subject to similar undertakings of confidentiality) of any of Your business or operational information which You have designated as confidential.
15.9. We reserve the right, for promotional activity, training or any other business purpose, to mention that You are a client. As stated above We will not disclose any confidential information.
Other Important Terms
16.1. If any of the provisions of the Contract are held to be invalid or unenforceable in whole or in part, all other provisions will nevertheless continue to be valid and enforceable with the invalid or unenforceable parts severed from the remainder of this Contract.
16.2. The contract between You and Us for the sale of Services shall not be assigned or transferred, nor the performance of any obligation sub-contracted, in either case by You, without Our prior written consent.
16.3. No failure or delay by Us in exercising any of Our rights under this Contract means that We have waived that right, and no waiver by Us of a breach of any provision this Contract means that We will waive any subsequent breach of the same or any other provision.
Governing Law and Jurisdiction
17.1. This Contract shall be governed by and construed in accordance with English Law and the parties hereby submit to the exclusive jurisdiction of the English courts.