Terms of Service
1.1. The following terms have the following meanings:
Client: the person identified as the client in the Contract Form
Contract: the agreement for services entered into between the Client and Miss Content Creative comprising the Contract Form and these Terms and Conditions of Use.
Contract Form: the standard contract form issued by Miss Content Creative to the Client and which has been executed by the Client.
Fee: the fees set out in the Contract Form or as amended from time to time pursuant to the provisions of clause 2.1.
Initial Term: the period of time for which Miss Content Creative provides the Service to the Client as specified in the Contract Form.
Service: the services to be provided to the Client by Miss Content Creative as specified in the Contract Form, as may be amended from time to time.
VAT: value added tax chargeable under Irish law for the time being and any similar additional tax.
Miss Content Creative: Miss Content Creative, The Hatch Lab, Innovation House, Gorey Business Campus, Gorey, Co. Wexford Company Number 615473.
2.1. All Fees quoted for Service by Miss Content Creative are valid for one month only from the date of the quote having been given to the Client. The Fee is only valid for the Contract. Any subsequent agreement entered into between the Client and Miss Content Creative must be negotiated separately and therefore a different fee may apply.
2.2. Miss Content Creative shall issue invoices monthly in advance in respect of the provision of the Services unless otherwise agreed. The Client shall pay each invoice submitted to it by Miss Content Creative in full, and in cleared funds, within 15 days of receipt. Notwithstanding the foregoing, any Fees payable in respect of ‘Set-up’, ‘Build’, ‘Implementation’ or ‘Media Spend’ shall be payable in advance.
2.3. If any part of a Fee has not been received within the credit period stated on the contract, then Miss Content Creative may (without prejudice to any other remedies) suspend the Service until such time as full payment is received. Miss Content Creative is not obliged to extend the term of the Contract for the time the Services were suspended.
2.4. All fees are non-refundable. Should the Client wish to cancel the Service provided under the Contract at any time during the Period, no part of the Fee is refundable to the Client.
2.5. In the event that we incur legal fees, costs and disbursements in an effort to collect our invoices, in addition to interest on the unpaid balance, you agree to reimburse us for these expenses.
3.1. The Contract shall continue for the Initial Term and, after the end of the Initial Term, until such time as it is terminated by one or other of the parties in accordance with the provision of clause 5.
3.2. Notwithstanding the provisions of clause 8, where the Client believes that the forecasted performance is not being delivered by Miss Content Creative the Client shall be entitled to terminate the Contract during weeks 12-16 (weeks 24-26 in the case of Search Engine Optimisation Contract) of the Initial Term (as calculated from the start of the Initial Term) by giving 7 days written notice to Miss Content Creative to that effect. In the event that the Client terminates the Contract not in accordance with this clause.
3.3 the Client shall not be granted access to the AdWords Account (if applicable), and such Ad Words Account shall remain the sole property of Miss Content Creative.
4.0 Client Obligations
4.1. The Client shall:
4.1.1. co-operate with Miss Content Creative in all matters relating to the Services;
4.1.2. provide in a timely manner such access to the Client’s website and data, as is requested by Miss Content Creative; and
4.1.3. provide in a timely manner such information as Miss Content Creative may request, and ensure that such information is accurate in all material respects
5.0 Confidentiality & Suppliers Property
5.1. The Client shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to the Client by Miss Content Creative or its agents, and any other confidential information concerning Miss Content Creative’s business or its products which the Client may obtain. The Client shall restrict disclosure of such confidential material to such of its employees, agents or sub-contractors as need to know it for the purpose of discharging the Client’s obligations to Miss Content Creative, and shall ensure that such employees, agents or sub-contractors are subject to obligations of confidentiality corresponding to those which bind the Client.
5.2. Miss Content Creative shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed by the Client to Miss Content Creative or its agents, and any other confidential information concerning the Client’s business or its products which Miss Content Creative may obtain. Miss Content Creative shall restrict disclosure of such confidential material to such of its employees, agents or sub-contractors as need to know it for the purpose of discharging Miss Content Creative’s obligations to the Client, and shall ensure that such employees, agents or sub-contractors are subject to obligations of confidentiality corresponding to those which bind the Client.
5.3. This condition 4 shall survive termination of the Contract, however arising.
6.0 Termination & Suspension
6.1. This Agreement shall be effective as of the time frame set forth on the Order Form. This Agreement may be terminated by either party upon written notice to the other within thirty (30) days of receipt of the notice. This Agreement may be terminated by the Agency (i) immediately if the Client fails to pay any fees hereunder; or (ii) if the Client fails to cooperate with the Agency or hinders the Agency’s ability to perform the Digital Marketing Services hereunder; or (iii) if either party ceases, or threatens to cease, to trade.
7.1. A waiver of any right under the Contract is only effective if it is in writing and it applies only to the party to whom the waiver is addressed and the circumstances for which it is given. Unless specifically provided otherwise, rights arising under the Contract are cumulative and do not exclude rights provided by law.
8.0 Data Protection
8.1. All information collected from or for the client will be held subject to the confidentiality terms of this agreement and in accordance with data protection laws. Such information will only be held by Miss Content Creative during the term of this contract. The client will have full responsibility in respect of complying with the Data Protection Act for all information that Miss Content Creative collects and supplies to the client in the course of carrying out the contracted work.
9.0 Entire Agreement
9.1. Each of the parties acknowledges and agrees that in entering into the Contract, it does not rely on any statement, representation (whether innocent or negligent), assurance or warranty (Representation) (whether in writing or not) of any person (whether party to this agreement or not) other than as expressly set out in the Contract.
9.2. Each party agrees that the only rights and remedies available to it arising out of or in connection with a Representation shall be for breach of contract as expressly provided in the Contract.
9.3. Nothing in this clause shall limit or exclude any liability for fraud.
10.1. The Client shall not, without the prior written consent of Miss Content Creative, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under the Contract.
10.2. Miss Content Creative may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under the Contract.
11.1. Any notice under the Contract shall be in writing and shall be delivered by email, fax or sent by pre-paid post or recorded delivery post to the other party at its Address as set out in the Contract form, or such other address as may have been notified by that party for such purposes, or sent by fax to the other party’s fax number or email as set out in the Contract.
11.2. A notice delivered by hand shall be deemed to have been received when delivered (or if delivery is not during business hours, at 9.00 am on the first business day following delivery). A correctly addressed notice sent by pre-paid post or recorded delivery post shall be deemed to have been received at the time at which it would have been delivered in the normal course of post. A notice sent by fax shall be deemed to have been received at the time of transmission (as shown by the timed printout obtained by the sender).
12.0 Governing Law & Jurisdiction
12.1. The Contract and any disputes or claims arising out of or in connection with it or its subject matter or formation (including without limitation non-contractual disputes or claims) are governed by and construed in accordance with the law of Ireland.
12.2. The parties irrevocably agree that the courts of Ireland have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with the Contract or its subject matter or formation (including without limitation non-contractual disputes or claims).