Terms and Conditions

These terms of service apply to the provision of services to you by us as detailed in the scope of work. They include our commitment to deliver the services and your obligations as a client of ours.

Introduction

Welcome to Orientation Marketing. We are delighted to be working with you in delivering specialist marketing. Before we get going, we need you to read through and accept these terms.

You’ll see that we dropped the jargon as much as we can, so that it is clear as to what you can expect from us and what we can expect from you. Additionally, we have added (in italics) an explanation of each section in a summary.

1. Definitions

Where in these terms of service a word is in bold it has the same meaning each time as defined in this section.

agreement means these terms of service and, if applicable the DPA (which is available upon request)

DPA means the data protection addendum

deliverables means any outputs of the services and any documents or materials provided by us to you as described in the sow.

extended term has the meaning in section 4 a.

fees means the fees for our services set out in the sow.

initial term has the meaning in section 4 b.

OM, we, our or us means Orientation Marketing Limited, a company registered in England and Wales under number 0984512 whose registered office is 16 Grosvenor Court Foregate Street, Chester, England, CH1 1HG.

scope of work or sow means a document which we have shared with you, which articulates, amongst other things, the work that we will do for you, when we will start the work, when we expect the work to end, deliverables, budget, and fees.

services means the services we provide as described in the sow, including any additional work we undertake on your behalf flowing from the sow.

you means the business entity set out in the sow.

2. Our duties and obligations

In this section we describe how we will deliver the services to you, including how we will protection your confidential information.

a. We will provide the services, including the deliverables, with all due care, skill and ability.

b. Unless there are reasons outside of our control, we shall use commercially reasonable efforts to complete the performance of the services within the time(s) agreed in the scope of works.

c. Whilst you are a client of ours, you may share confidential information with us.

i. We will take reasonable steps to protect your confidential information so that it is not accessed by unauthorised individuals, prevent its publication or disclosure.

ii. We will return the confidential information or to the extent technically and legally practicable erase it where it is stored in electronic form on systems and data storage services provided by third parties, unless we are required by applicable law to retain a copy, or to satisfy the requirements of a regulatory authority or legal proceedings.

3. Your duties and obligations

Our success depends on your engagement with us and for you to pay our fees in a timely manner.

a. You will appoint a project manager who will be our primary point of contact and from whom we may take instructions from on your behalf.

b. You will obtain any permissions, consents, licences or otherwise together with all relevant information, materials, properties, or other matters that we reasonably need to deliver the services to you.

c. You will pay our invoices within 30 days of the date of the invoice without set-off.

d. You will pay our reasonable expenses, which you have agreed beforehand.

e. Where you have chosen to pay our annual fees by instalments, and you have failed to pay an instalment on time or this agreement is terminated before we have received all 12 payments, any outstanding instalments will become immediately payable.

f. If you do not pay invoices on time, we will charge statutory interest.

g. If we must recover sums due to us through the courts, you agree to pay our reasonable legal costs.

h. Whilst you are a client of ours, we may share confidential information with you.

i. You will take reasonable steps to protect our confidential information so that it is not accessed by unauthorised individuals, prevent its publication or disclosure.

ii. You will return the confidential information or to the extent technically and legally practicable erase it where it is stored in electronic form on systems and data storage services provided by third parties, unless you are required by applicable law to retain a copy, or to satisfy the requirements of a regulatory authority or legal proceedings.

4. Understandings

This section sets out other matters that you and we agree upon such as intellectual property, data processing and the limitation of each party’s liability to the other.

a. These terms apply for the duration of the term set out in the statement of work (the ‘initial term’)

b. Where you have engaged us on an annual retainer, the initial term shall automatically extend for a further term of 12 months at the end of the initial term (the ‘extended term’) and at the end of each extended term, unless you give written notice to us, no later than thirty (30) days before the end of the initial term or the current extended term, to terminate the agreement at the end of the initial term or the current extended term, as the case may be. We shall notify you not less than sixty (60) days before the end of the initial term (or an extended term) regarding the upcoming renewal. If you notify us of a cancellation 30 days prior to the end of the contract, we will not auto-renew.

c. All intellectual property rights in the deliverables are ours unless we have indicated in the statement of work that we have created is to be assigned or licensed to you, in which case, subject to the payment of the fees in full we agree to assign all existing and future intellectual property rights in the deliverables.

d. You and we will comply with applicable data privacy laws.

e. We respect your privacy and that of your employees. In addition to these terms, our privacy notice explains how we process personal data, such as your employees’ names and emails.

f. If you pass personal data to us for us to process on your behalf, for the purposes of applicable data privacy laws, you are the controller and we are the processor, in which case the terms of our DPA also apply to this agreement.

g. We agree to carry not less than £2,000,000 of professional indemnity and intellectual property insurance in aggregate.

h. We may, subject to the following proviso, appoint suitably qualified and skilled subcontractors to perform the services on our behalf, provided that the subcontractor(s) shall:

i. be subject to binding obligations of confidentiality; and

ii. agree to the assignment or licensing of their intellectual property rights to us, which if applicable, we may assign or license to you.

5. Limitation of Liability

This section is important and should be read carefully.

a. Nothing in this agreement and in particular the following clauses limits any liability which cannot be legally limited.

b. You do not have a liability to us, and in turn, we do not have a liability to you for any loss of revenue or profit, loss of goodwill, loss of customers, loss of capital, loss of anticipated savings, legal, tax or damage to reputation, loss in connection with any other contract, or indirect, consequential, incidental, punitive, exemplary or special loss, damage or expense.

c. Save for a breach of confidentiality when our liability will not exceed £2,000,000 per claim, our total aggregate liability to you in all other circumstances is limited to the total amount you paid in the 12 months immediately preceding the date on which the claim giving rise to the liability arose.

d. In no circumstances will our aggregate liability exceed £2,000,000.

6. Cancellation, Amendments, Suspension and Termination

This section sets out when you or we can cancel the sow or terminate this agreement.

a. Once you have accepted these terms, the statement of work becomes fixed.

ii. Until then you may have further discussions with us for a period of 28 days from the date of the sow when you or we may change the sow.

iii. The sow will lapse if you have not accepted these terms within 30 days of the date of the sow.

iv. Any amendments to a fixed sow, will be negotiated in good faith, appended to the original sow and may be subject to additional fees.

b. We may suspend the delivery of the services if fees or interest are due and have not been paid on time.

c. We may terminate this agreement if:

i. you breach any of these terms and do not remedy the breach within 14 days after receiving notice of the breach;

ii. you fail to pay fees or interest; or

iii. you make any arrangement with your creditors, become insolvent, goes into liquidation or has a receiver or manager appointed over any of your assets, or become subject to any similar insolvency event in any jurisdiction.

7. Disputes

To avoid costly litigation this section sets out how disputes may be resolved.

a. If we cannot resolve a complaint of yours about our services or if we have not been able to resolve a dispute with you, then (provided the dispute is not about the payment of our fees), you and we agree to attempt to resolve such dispute first through mediation.

b. We reserve our right to recover fees from you by way of statutory demand or court proceedings.

8. Other matters

This section has some miscellaneous terms.

a. Transfer of rights and obligations: you may not transfer, assign, charge or otherwise deal in this agreement, or any of your rights or obligations arising under this agreement, without our prior written consent.

b. Notices: any notice you send to OM must be sent to hello@orientation.agency. Any notices we send to you will be sent to the email address set out in the statement of work.

c. Severability: if any provision of this agreement is illegal or unenforceable, you and we will ignore those provisions and rely on the remaining provisions to be binding.

d. Third parties: a person who is not party to this agreement shall not have any rights under or in connection with it under the Contracts (Rights of Third Parties) Act 1999.

e. Entire agreement: this agreement along with the statement of works constitutes the entire agreement between the parties and supersedes and extinguishes all previous discussions, correspondence, negotiations, drafts, agreements, arrangements and understandings between them, whether written or oral, relating to its subject matter.

f. Governing law and jurisdiction: This agreement and any dispute or claim arising out of, or in connection with it, its subject matter or formation (including non-contractual disputes or claims) shall be governed by, and construed in accordance with, the laws of England and Wales. As such you and we irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of, or in connection with, this agreement, its subject matter or formation.

9. Web projects

a. Orientation Marketing reserves the right to withhold the live site and or the web files until all payments are received and sign-off documentation has been completed.

b. The design files remain the intellectual property of Orientation Marketing until all payments have been received.