1. General Terms
1.1. Colour Me Social Limited. (“Colour Me Social”) provides a range of social media and marketing services (the Services) to businesses.
1.2. Any person or business in receipt of products or services is, for the purpose of this agreement, “the Client”.
1.3. The Service Order (the “SO”) should be read in conjunction with these terms and sets forth the Services being purchased by the Client, the Fees for the Services, the Duration of the Services and any additional Terms of Service. Any relationship between Colour Me Social and the Client, including provision of the Services, shall be governed by these terms (Terms of Service) and the conditions stated in the SO.
1.4. All SOs are subject to acceptance by Colour Me Social Ltd in its sole discretion. The SO, the Terms of Service and any documents or links referenced in the SO are sometimes referred to collectively as the “Agreement”.
2. The Services
2.1. Colour Me Social agrees to make its best efforts to ensure the Services are delivered in accordance with this Agreement.
2.2. The Services include, but are not limited to,provision of any or all of the following:
2.2.1. Social Media refers to the provision of non-specific social media services and support.
2.2.2. Content Creation and Curation refers to the communication of information to a subject entity.
2.2.3. Lead Generation refers to business lead generation and prospect engagement.
2.2.4. Audience Targeting refers to the process of identifying users meeting specific demographic, circumstantial, geographic or general profile requirements.
2.2.5. Scheduling refers to the delivery of the Services in line with an agreed daily, or weekly chronological plan.
2.2.6. Tracking and Reporting. Colour Me Social provide a range of tracking and reporting tools designed to support the ongoing optimisation of the Services.
3. Duration of the Services
3.1. With respect to the Services, upon receipt of a SO signed by the Client which is accepted and countersigned by Colour Me Social, Colour Me Social will initiate the process of setting up the Services..
3.2. The duration of the Services shall run from the Service Start Date until the Service End Date,as set forth in the SO, unless earlier terminated by the parties under Section 6.
3.2.1. In the event no Service End Date is specified in the SO the agreement will continue until terminated by either party under Section 6.
3.3. The Service Start Date refersto the actual commencement date of the Services..
3.4. The Client acknowledges that Colour Me Social may take up to ten (10) business days to review and prepare the Services (or longer for non-standard requirements or if Colour Me Social experiences technical difficulties with the Client’s requirements) and may require further input from the Client before the Services commence.
3.5. Colour Me Social will use its best commercial efforts to commence provision of the services on the Service Start Date.
4.1. Subject to the delivery of the Services, the Client agrees to pay, in accordance with Section5, the Fees (together ‘the Fees’), where applicable,as set forth in the SO.
4.2. The Fees set forth in the SO may include any or all of the following:
4.2.1. The Campaign Setup Fee is a one-off fee set forth in the SO which covers consultancy services, data analytics, planning and campaign configuration work required prior to commencement of the services.
4.2.2. The Monthly Service Fee is a monthly fee set forth in the SO. The fee may be fixed or variable and covers any required user tracking technology linked to the Services.
4.2.3. Other Fees. From time to time additional service Fees may be agreed between the parties and set forth in the SO.
4.3. Colour Me Social reserves the right to change any of the foregoing Fees upon one month prior written notice to the Client, provided that such changes will not take effect until a new SO incorporating the amended Fees has been executed by the Client and delivered to Colour Me Social.
5. Payment Terms
5.1. Once the SO has been accepted by Colour Me Social, The Client will be responsible for payment in full of all Fees set forth therein, except as may otherwise be provided in Section 6(c)hereof. All payments due here under are in Pounds Sterling and are exclusive of any sales, use or similar applicable taxes, which shall be the sole responsibility of the Client.
5.2. Notification of Fees. Colour Me Social will issue a monthly invoice to the Client setting forth all Fees payable for the Services.
5.3. Method of Payment. The Client agrees to pay all amounts payable under this Agreement by Electronic Funds Transfer (EFT)or by the nominated Subscription Management Platform.
5.4. Timing. The Client acknowledges and understands that all amounts payable must be paid monthly in advance, and that, in addition to the Client being in breach of its contractual obligations, the Services may be paused or terminated if timely payment is not made.
6. Term and Termination
6.1. Term. The term of the Agreement shall beset forth in the SO and adjusted under the terms of Section 3.
6.2. Notice of Termination may be given by either party.
6.3. Notice of Termination must (a) be provided in writing;and (b) include the date of termination; and (c) give a minimum of three months prior notice (3).
6.4. Termination by either Party for Cause. Either Party may terminate this Agreement on thirty-one (31) days prior written notice (the “Notice Period”) to the other Party if there is a material breach of the other Party’s obligations here under and such breach has not been materially cured by the conclusion of the Notice Period.
6.5. Service Pauses.The Client may request a pause in the Services by providing a minimum of thirty-one (31) days written notice . However, it shall be in Colour Me Social’s sole discretion to determine if a Campaign pause is appropriate. If a Campaign is paused for more than 30 days, the Client will have to pay an additional Campaign Set-Up Fee to restart the Services.
6.6. Refunds.The Client understands and agrees that it will not be entitled to any refunds of amounts already paid to Colour Me Social, unless either the Client terminates under Section 6.5.
6.7. Collection of Amounts Owed. Any amounts not paid by the Client when due shall bear interest at the rate of 1.5% per month (or the highest rate permitted by law, if less). The Client agrees to pay all costs of collection (including solicitors’ Fees and all other legal and collection expenses)incurred by Colour Me Social in connection with its enforcement of its rights to payment under the Agreement provided that such Payment is not a payment which is disputed by the Client (a “Disputed Payment”) and/or that the Clients non-payment of any amount due under this Agreement is not as a result of a breach of the Agreement by Colour Me Social.
6.8. Effect of Termination; Survival. The Client understands and acknowledges that due to the nature of the Internet, certain information regarding the Client posted on theInternet as part of the Advertising Services,including, for instance, the Local Profile, may continue to be available on the Internet. All provisions of this Agreement that by their sense ornature should survive termination of this Agreement (including, without limitation, all limits of liability, indemnity obligations, and confidentiality obligations) shall so survive.Without limiting the generality of the foregoing, in the event of any termination, the Client shall remain liable for any amounts due to Colour Me Social as of the effective date of termination unless as stated in accordance with clause 6.7 above.
7. Privacy Considerations.
8. Data Protection
8.1. Each party agrees to comply with the provisions of the Data Protection Act 1998(“DPA”) as may be applicable to that party.The parties acknowledge that the Client is the“data controller” and Colour Me Social its “data processor” in respect of any “personal data”relating to the Client’s customers, personnel,agents, subcontractors or the end-users of the Clients online properties (Online Properties are defined as websites) which is “processed” (such terms as defined in the DPA) by Colour Me Social in providing the Services here under and in respect thereof;
8.2. Each party will maintain appropriate technological and organisational measures against unauthorised or unlawful processing of the personal data and against accidental loss or destruction of, or damage to, the personal data;
8.3. Colour Me Social will only process the personal data for the purpose of the Services here under and in accordance with the Client’s instructions (which the Client warrants shall at all times be in accordance with and shall not cause Colour Me Social to be in breach of applicable law) to the extent that they are consistent with the same and do not result in any material additional obligations other than asset out here under;
8.4. The Client acknowledges and agrees that Colour Me Social may in providing the Services engage third parties who may process the personal data and that any such third party data processor shall be required to comply in all respects with the provisions of the Data Protection Act 1998 (as amended. The foregoing shall in no way limit the Clients obligations under this Agreement.
9.1. During the Term of the Agreement, The Client hereby grants to Colour Me Social and the Publishers a non-exclusive, royalty free,worldwide license to use, copy, modify (as permitted here in), publicly perform, display, broadcast and transmit information pertaining to the Client, to the extent necessary for Colour Me Social to perform the Services.In addition,The Client agrees that Colour Me Social may, during the Campaign Period and thereafter, include The Client’s name(including any trade name, trademark, service mark and logo) on Colour Me Social’s customer list, and in its marketing materials, sales presentations and the Colour Me Social online properties. Online properties are defined as websites.
10. The Client Representations, Warranties and Covenants
10.1. The Client is solely responsible for any liability arising out of or relating to its online properties, any contentprovided by The Client hereunder and any material towhich users can access through such content (“Linked Content”).
11.1. Except as may be required by applicable law, The Client shall not disclose the contents of this Agreement to any third party (other than its employees and representatives who are made aware of and agree to this restriction)without Colour Me Social’s prior written consent.
11.2. No party may issue a press release concerning the existence or terms of this Agreement without the prior written consent of the other party.
11.3. The Client may not without prior written consent,at any time disclose to third parties other than the Client’s professional advisors or as may be required by law, governmental or other competent authority, or by a court of competent jurisdiction, any information concerning Colour Me Social’s business, operations, staff, products, services or pricing.Written consent not to be unreasonably withheld.
12. Limitations of Liability
12.1. No consequential damages.To the maximum extent permitted by applicable law, neither party shall be liable for damages for interrupted communications, loss of use, lost business, lost goodwill, lost data or lost profits, or for any indirect or consequential damages (even if such party was advised of the possibility of any of the foregoing), arising out of or in connection with this agreement. The foregoing exclusion of liability will not apply to (i) to either party’s confidentiality obligations and (ii)either party’s negligence or willful misconduct.
12.2. Limitation on damages. To the maximum extent permitted by applicable law, under no circumstances shall Colour Me Social’s cumulative, aggregate liability to the Client or any third party exceed the amounts received by Colour Me Social here under.
13.1. Governing Law/Venue. This Agreement will be governed and construed in accordance with the laws of England and Wales. The Client agrees to submit to jurisdiction in England and Wales and further agrees that any cause of action arising under this Agreement must be brought exclusively in the English courts.
13.2. Severability. If any provision of this Agreement is held to be invalid or unenforceable for any reason, the remaining provisions will continue in full force without being impaired or in validated in any way.
13.3. Independent Contractors. The parties to this Agreement are independent contractors, and no agency, partnership,joint venture or employee-employer relationship is intended or created by this Agreement.
13.4. Force Majeure. Neither party shall have any liability for any failure or delay (otherthan with respect to payment obligations)resulting from any governmental action,fire, flood, insurrection, earthquake, power failure, riot, explosion, embargo, transportation interruption of anykind, work slowdown or any other condition affecting production or delivery in any manner beyond the reasonable control of such party.