ARROW PUBLICITY LIMITED
social media management SERVICES AGREEMENT
All services are subject to the below terms and conditions.
In this Agreement the following words shall have the following meanings:
“Fee” means the price displayed for the package chosen by the Client at checkout, which shall be the amount payable by the Client to Arrow Publicity each month during the Term of this Agreement.
"Services" means the services to be provided by Arrow Publicity to the Client, which are:
Content sourced and posted to the Client’s Instagram account; and
End-of-month report detailing activity and results.
Engagement with the Client’s current and prospective followers on Instagram;
Proactively seeking out new followers via an active growth strategy; and
End-of-month report detailing activity and results.
“Term” means the term of this Agreement as determined in accordance with clause 2.
2. COMMENCEMENT AND TERM
This Agreement shall be deemed to be effective as of the date of signature by the Client hereof and shall continue until terminated in accordance with clause 12 of this Agreement.
3 EXCLUSIVE APPOINTMENT
Arrow Publicity is appointed on an exclusive basis in respect of the provision of the Services to the Client. The Client agrees not to appoint any other person, company, agency or organisation to provide social media services to the Client of a type similar to the Services during the Term of this Agreement without the prior written consent of Arrow Publicity.
4 PROVISION OF THE SERVICES
4.1 Arrow Publicity shall provide to the Client the Services and shall perform the Services with a reasonable level of skill and care.
4.2 Arrow Publicity shall not be required to perform the Services where the Client does not comply with its obligations under this agreement.
4.3 Arrow Publicity shall without the agreement of the Client be entitled to make operational changes to the Services that have no material adverse effect on the Services.
4.4 Arrow Publicity may make any public announcement, communication or circular as it considers necessary for the provision of the Services and shall not require the consent of the Client to do so.
4.5 When reactive activity is required, the Client agrees that Arrow Publicity can act on the Client's behalf, if required, in line with the provision of services under this Agreement, based on information previously supplied by the Client and Arrow Publicity's understanding of the Client's messages.
4.6 Third party products supplied and/or sublicensed by Arrow Publicity as part of the Services will be supplied in accordance with the relevant supplier's applicable terms. The Client agrees that it will at all times comply with the provisions of such standard terms and agrees to indemnify Arrow Publicity against all liabilities, costs, expenses, damages and losses suffered or incurred by Arrow Publicity arising out of or in connection with the Client’s breach or negligent performance or non-performance of such terms.
4.7 In the event of a limited time scale for the provision of the Services, Arrow Publicity will advise the client of a completion date for performance of the Services and will offer the client the opportunity to further continue the project for a further fee, if deemed extra hours would be beneficial.
4.8 With the supply of social media management services, Arrow Publicity provides no guarantees as to specific results to be gained for the client, including but not limited to volumes of followers and levels of engagement.
4.9 Arrow Publicity shall not be required to publish any matter which in its opinion is or may be of an illegal or libellous nature or an infringement of the proprietary or other rights of it or any third party.
5 CLIENT RESPONSIBILITIES
5.1 The Client acknowledges that Arrow Publicity's ability to provide the Services is dependent upon the full and prompt co-operation of the Client (which the Client agrees to provide) as well as the accuracy and completeness of any information and data the Client provides.
5.2 The Client agrees to follow Arrow Publicity’s reasonable instructions and procedures with respect to its provision of the Services. The Client shall in a timely manner provide Arrow Publicity with access to, and use of, all information, data and documentation reasonably required for the performance of its obligations under this Agreement.
5.3 The Client shall provide Arrow Publicity in a timely manner with all relevant information and images, in an acceptable format, as requested.
5.4 The Client is responsible for the accuracy, completeness and for all descriptive, technical or proprietary aspects of the Services. The Client acknowledges that Arrow Publicity may not be an expert in respect of certain aspects of the Client’s goods and services which it is promoting (including, but not limited to, the design process, manufacturing process and materials used).
6 FEES AND PAYMENT
6.1 The Client shall pay to Arrow Publicity the Fee each month during the Term of this Agreement.
6.2 The Client shall pay to Arrow Publicity the Fee in British pounds sterling within 5 working days of the date of issue of an invoice to the Client.
6.3 The Fee does not cover the provision of any services other than the Services. If any additional services are requested, the level of remuneration for them will be separately agreed by the parties.
6.4 Arrow Publicity reserves the right to vary the price of the Services by any amount attributable to:
6.4.1 an alteration to the Services by reason of a variation in or lack of Client's instructions; and
6.4.2 any variation of the rates of taxation or costs, third party changes or fluctuation in foreign exchange rates between the date of the Agreement and the date of delivery of the Service or completion of the payment.
In the case of a change in price the Client will be offered the opportunity to terminate the Agreement in accordance with clause 12 before the price variation comes into effect.
6.5 Payment of the Fee is required in accordance with the terms of this clause 6, irrespective of the publication date of media coverage.
6.6.1 any payment is in arrears under this Agreement;
6.6.2 the Client becomes insolvent; or
6.6.3 Arrow Publicity has reason to believe that any payment under this Agreement is likely to be in arrears, or that the Client is likely to become insolvent,
Arrow Publicity shall have the right, without giving notice to the Client, to suspend further delivery of the Services under this Agreement and if any such payment or any part thereof shall remain in arrears for seven calendar days after written demand sent by Arrow Publicity to the Client, Arrow Publicity shall have the right to cancel this Agreement with immediate effect without prejudice to any rights and remedies to recover any monies then due and owing by the Client.
6.7 Time for payment is of the essence.
6.8 Without prejudice to any other rights Arrow Publicity may have, in the event of late payment of any sum due under this Agreement Arrow Publicity may charge interest to the Client on such sum at the higher of the rate of three per cent per annum above the base lending rate from time to time of Bank of Scotland Plc (accruing daily), or of the rate of interest specified under the provisions of the Late Payment of Commercial Debts (Interest) Act 1998. Such interest will accrue from the day following that upon which payment was due until payment is made in full. In addition or in the alternative (at the option of Arrow Publicity), Arrow Publicity may suspend the provision of the Services and/or any part of them until such time as the payment is made.
6.9 If Arrow Publicity takes any legal or other steps for the recovery of any overdue payment, then the reasonable costs of all such steps shall be payable by the Client to Arrow Publicity upon demand.
6.10 Arrow Publicity reserves the right to charge the amount of any value added tax payable whether or not included on the estimate or invoice.
7 RESERVATION OF TITLE
Until all sums owed by the Client to Arrow Publicity arising from any goods or services supplied are paid in full by the Client to Arrow Publicity, Arrow Publicity shall retain title to any property created by Arrow Publicity in connection with the Services (including copyright and any other intellectual property rights (if any)) and shall be entitled to retain possession of such property.
8 INTELLECTUAL PROPERTY RIGHTS
8.1 The ownership of, and sole right to, any intellectual property right in any materials produced by Arrow Publicity under this Agreement shall be vested absolutely in Arrow Publicity from the outset, and Arrow Publicity shall be at liberty to effect and secure protection thereof by registration in a registry or otherwise as it sees fit.
8.2 If the parties agree, Arrow Publicity may assign all or any intellectual property rights in such materials to the Client upon such terms as may be agreed but in no event before such times as all monies due under this Agreement and any other contract between Arrow Publicity and the Client are paid in full by the Client.
8.3 All rights in third party products shall remain vested in the licensors thereof and the Client agrees to comply with the licence terms relating to such software and/or services.
9.1 The Client shall keep Arrow Publicity’s Confidential Information (as defined below) confidential and shall not disclose Arrow Publicity’s Confidential Information in whole or in part to any third party without the prior written consent of Arrow Publicity.
9.2 Arrow Publicity’s Confidential Information means all confidential information (however recorded or preserved) disclosed by Arrow Publicity or its Representatives (as defined below) to the Client and its Representatives in connection with this Agreement, including but not limited to:
9.2.1 the terms of this Agreement;
9.2.2 any information that would be regarded as confidential by a reasonable business person relating to:
(i) the business, affairs, customers, clients, suppliers, or plans, intentions, or market opportunities of Arrow Publicity; and
(ii) the operations, processes, know-how, designs or trade secrets of Arrow Publicity.
Representatives means, in relation to a party, its employees, officers, representatives and advisers.
9.3 The Client shall notify Arrow Publicity in writing of any information relating to the Client and its business which the Client would like to be kept confidential (the “Client’s Confidential Information”) and shall have no recourse against Arrow Publicity in respect of any disclosures of confidential information by Arrow Publicity where it has not so notified Arrow Publicity in advance of such disclosure.
9.4 Subject to clause 9.3, Arrow Publicity will use reasonable endeavours to ensure that it does not disclose any information relating to the Client or its business that would be regarded as confidential by a reasonable business person relating to:
9.4.1 the business, affairs, customers, clients, suppliers, or plans, intentions, or market opportunities of the Client; and
9.4.2 the operations, processes, product information, know-how, designs or trade secrets of the Client.
9.5 Arrow Publicity shall not:
9.5.1 use Client’s Confidential information except for the purpose of exercising or performing its rights and obligations under or in connection with this Agreement (Permitted Purpose); or
9.5.2 disclose such Client’s Confidential Information in whole or in part to any third party, except as expressly permitted by this clause.
9.6 The provisions of this clause shall not apply to any of Arrow Publicity’s Confidential Information or Client’s Confidential Information that:
9.6.1 is or becomes generally available to the public (other than as a result of its disclosure by the receiving party or its Representatives in breach of this clause);
9.6.2 was available to the receiving party on a non-confidential basis before disclosure by the disclosing party;
9.6.3 was, is or becomes available to the receiving party on a non-confidential basis from a person who, to the receiving party's knowledge, is not bound by a confidentiality agreement with the disclosing party or otherwise prohibited from disclosing the information to the receiving party; or
9.6.4 the parties agree in writing is not confidential or may be disclosed.
9.7 Arrow Publicity may disclose the Client’s Confidential Information to those of its Representatives who need to know such Confidential Information for the Permitted Purpose.
9.8 Either party may disclose confidential information relating to the other party to the extent such confidential information is required to be disclosed by law, by any governmental or other regulatory authority or by a court or other authority of competent jurisdiction provided that, to the extent it is legally permitted to do so, it gives the other party as much notice of such disclosure as possible.
9.9 Arrow Publicity reserves all rights in Arrow Publicity’s confidential Information. No rights or obligations in respect of Arrow Publicity’s Confidential Information other than those expressly stated in this Agreement are granted to the Client, or to be implied from this Agreement.
9.10 The provisions of this clause 9 shall continue to apply after termination of this Agreement.
10 LIMITATION OF LIABILITY
10.1 Nothing in this Agreement shall exclude or limit liability of either party for:
10.1.1 death or personal injury resulting from its negligence;
10.1.2 fraud or fraudulent misrepresentation; or
10.1.3 any liability which cannot be excluded or limited by law.
10.2 Subject to clause 10.1, Arrow Publicity shall not in any circumstances be liable to the Client in respect of any:
10.2.1 loss of profits;
10.2.2 loss of contracts or business opportunity;
10.2.3 loss of revenue or goodwill; or
10.2.4 indirect or consequential loss, business interruption or loss of or damage to business information or data whether in contract, tort (including but not limited to negligence) or otherwise and whether or not suffered as a result of an action brought by a third party, even if such loss was reasonably foreseeable or the Client had been advised at any time of the possibility of the Client incurring the same.
10.3 Subject to clause 10.1 and 10.2, Arrow Publicity’s maximum aggregate liability to the Client, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with this Agreement (including any liability for the acts or omissions of its employees, agents and subcontractors) shall be limited to 100% of the Fee it has received from the Client for the provision of the Services under this Agreement for the month period in which the breach occurs.
10.4 Arrow Publicity shall have no liability to the Client for any matter which falls outside the scope of the instructions provided by the Client in relation to the Services.
10.5 For the avoidance of doubt, Arrow Publicity shall not be liable to the Client or be deemed to be in breach of this Agreement by reason of any delay in performing, or any failure to perform, any of its obligations under this Agreement if the delay or failure was due to any cause beyond Arrow Publicity's control, including but not limited to any instructions given by the Client or any delay caused by the Client.
10.6 Arrow Publicity shall not be responsible in contract or in tort (including, but not limited to, negligence) or otherwise for the unauthorised access to, or alteration, theft or destruction of emails, files, programs, or information of the Client by any person (other than Arrow Publicity) through accident or by fraudulent means or devices.
10.7 Arrow Publicity shall have no liability if Client or third party products or related services breach, infringe or make unauthorised use of any third party rights.
10.8 To the extent permitted by law and unless otherwise set out in this Agreement all conditions, warranties, terms and undertakings express or implied, statutory or otherwise (including, without limitation, as to fitness for purpose or satisfactory quality), in respect of the Services or any products provided pursuant to the Services are hereby excluded.
10.9 Nothing in this Agreement shall confer any right or remedy upon the Client to which it would not otherwise be entitled.
10.10 The limitations and exclusions of liability in this Agreement shall survive termination of this Agreement.
11.1 The Client shall indemnify Arrow Publicity against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other professional costs and expenses) suffered or incurred by Arrow Publicity arising out of or in connection with:
11.1.1 the Client’s breach or negligent performance or non-performance of this Agreement;
11.1.2 the enforcement of this Agreement;
11.1.3 any claim made against Arrow Publicity for actual or alleged infringement of a third party's intellectual property rights arising out of or in connection with the provision of the Services; and
11.1.4 any claim made against Arrow Publicity by a third party arising out of or in connection with the provision of the Services, to the extent that such claim arises out of the breach, negligent performance or failure or delay in performance of this agreement by the Client, its employees, agents or subcontractors.
11.2 In particular, it is stressed that the Client is responsible for all copy, slogans, words or methods supplied or suggested by it to Arrow Publicity and the indemnity in this clause 11 shall extend to claims of libel or other defamation and to claims for infringement of copyright, patent or design or of any other proprietary or personal rights contained in any material printed for the Client or otherwise arising in connection with the provision of the Services.
11.3 This indemnity shall apply whether or not Arrow Publicity has been negligent or at fault.
12.1 This Agreement may be terminated by either party via the ‘cancel subscription’ function in the Client’s account on our Squarespace website. Any Services already paid for will be completed and delivered as agreed, after which the Agreement will end with immediate effect.
13 FORCE MAJEURE
Arrow Publicity shall be under no liability if it shall be unable to carry out any provision of this Agreement for any reason beyond its control including but not limited to Act of God, legislation, war, accident, illness, fire, flood, drought, failure of power supply, lock-out, strike or other action taken by employees in contemplation or furtherance of a dispute or owing to any inability to procure materials required for the performance of the Services.
14.1 Any notice given to a party under or in connection with this Agreement shall be in writing and shall be:
14.1.1 delivered by hand or first class post or other next working day delivery service at its address stated in the Parties clause of this Agreement (or such other address as the receiving party has previously notified the sending party of in writing as being valid for the receipt of notices under this Agreement); or
14.1.2 sent by email to its email address stated in the Parties clause of this Agreement (or such other email address as the receiving party has previously notified the sending party of in writing as being valid for the receipt of notices under this Agreement).
14.2 Any notice shall be deemed to have been received:
14.2.1 if delivered by hand, on signature of a delivery receipt;
14.2.2 if sent by first-class post or other next working day delivery service, at 9.00am on the second working day after posting;
14.2.3 if sent by email, at 9.00am on the next working day after sending.
14.3 This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.
The Client shall not be entitled to set off or withhold any payments claimed or due to Arrow Publicity under this Agreement or any other agreement between the parties.
16.1 No party shall make, or permit any person to make, any public announcement, communication or circular (“Announcement”) concerning this Agreement without the prior written consent of the other party (such consent not to be unreasonably withheld or delayed) except that:
16.1.1 Arrow Publicity may make any public announcement, communication or circular as it considers necessary for the provision of the Services and shall not require the consent of the Client to do so; and
16.1.2 either party may make an Announcement which is required by law or any governmental or regulatory authority (including, without limitation, any relevant securities exchange), or by any court or other authority of competent jurisdiction, always provided that the party required to make the Announcement shall promptly notify the other party. The party concerned shall make all reasonable attempts to agree the contents of the Announcement before making it.
16.2 Arrow Publicity shall not be held responsible for the use of such material as referred to in clause 16.1 by media or other third parties.
16.3 When reactive activity is required, the Client agrees that Arrow Publicity can act on the Client's behalf, if required, in line with the provision of services under this Agreement, based on information previously supplied by the Client and Arrow Publicity's understanding of the Client's messages.
17 WAIVER OF REMEDIES
The failure, neglect or delay by a party to enforce any of rights under this agreement will not be deemed to be a waiver of that party's rights.
In the event that any or any part of this Agreement contained herein shall be determined by any competent authority to be invalid, unlawful, or unenforceable to any extent, such term, condition or provision shall to that extent be severed from the remaining terms and conditions of this Agreement which shall continue to be valid and enforceable to the fullest extent permitted by law.
19 ENTIRE AGREEMENT
19.1 This Agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
19.2 Each party acknowledges that in entering into this Agreement it does not rely on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Agreement.
19.3 Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Agreement.
No variation of this Agreement shall be effective unless it is in writing and signed by the parties.
21 NO PARTNERSHIP OR AGENCY
21.1 Nothing in this Agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party.
21.2 Each party confirms it is acting on its own behalf and not for the benefit of any other person.
22.1 The Client shall not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights and obligations under this Agreement without the prior written consent of Arrow Publicity. The Client shall not be relieved of its obligations under this Agreement by any such assignment or transfer, howsoever occurring.
22.2 If the Client assigns or subcontracts any of its obligations under this Agreement to any third party, the Client shall be fully responsible to Arrow Publicity for the proper performance of those obligations and for any act or omission of the third party in relation thereto.
22.3 Arrow Publicity may at any time assign any or all of its rights and obligations under this Agreement to a third party without prior consent of the Client, and the Client shall execute such novation agreements as Arrow Publicity may reasonably request in order to effectively document the transfer such rights and obligations.
23 FURTHER ASSURANCE
Each party shall use all reasonable endeavours to procure that any necessary third party shall, promptly execute and deliver such documents and perform such acts as may reasonably be required for the purpose of giving full effect to this agreement.
This Agreement may be executed in any number of counterparts, each of which when executed shall constitute a duplicate original, but all the counterparts shall together constitute the one agreement.
25 RIGHTS OF THIRD PARTIES
A party who is not party to this Agreement has no right under the Contracts (Right of Third Parties) Act 1999 to enforce any term of this Agreement, but this does not affect any right or remedy of a third party that exists or is available apart from that Act.
26 LAW AND JURISDICTION
The parties hereby agree that this Agreement shall be construed in accordance with the law of England and Wales, and hereby submit to the exclusive jurisdiction of the courts of England and Wales.