AT LAST MEDIA LTD SERVICE TERMS

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PARTIES

1. These terms are the terms applicable to the Marketing Agreement (hereinafter referred to as the “Marketing Agreement”, which expression shall include incorporation of these terms) entered into between the Client (hereinafter referred to as the “Client”) and At Last Media Ltd (hereinafter referred to as the “Marketer”) with an address of 71-75 Shelton Street, Covent Garden, London, WC2H 9JQ (collectively referred to as the “Parties”).

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SERVICES PROVIDED

2. The Marketer agrees to provide the services as set out in the Marketing Agreement.

 

PERFORMANCE

3. The Parties agree to do everything necessary to ensure that the terms of the Marketing Agreement take effect.

4. The Client agrees to provide the Marketer with information about the Client’s business and access to the Client’s digital marketing tools, in either case as is needed for the Marketer to properly perform the Services. Any delays to the Services resulting from the Client’s failure to provide the necessary information or access shall not constitute a breach by the Marketer.

5. The Parties agree to comply with all laws relating to their obligations under the Marketing Agreement.

 

CURRENCY

6. Except as otherwise provided in the Marketing Agreement, all monetary amounts referred to in the Marketing Agreement are in GBP.

 

PAYMENT AND FEES

7. The Parties agree to the total cost of the Services as specified in the Marketing Agreement.

8. The Marketer reserves the right to amend the fees on an annual basis as long as the Client is given at least one month's notice of the change.

9. The Parties agree that the Marketer will provide an invoice to the Client every month in respect of the Services provided in the previous month.

10. Invoices submitted by the Marketer to the Client are due within 14 days of receipt.

11. In the event that the Marketing Agreement is terminated by the Client prior to completion of the Services but where the Services have been partially performed, the Marketer will be entitled to payment of all sums due by the Client under the Marketing Agreement up to and including the date of termination.

12. The sums due as stated in the Marketing Agreement do not include Value Added Tax. Any Value Added Tax required will be charged to the Client in addition to those sums.

13. The Marketer will be responsible for all income tax liabilities or similar contributions relating to payments received by the Marketer under the Marketing Agreement.

14. The Marketer will be solely responsible for the payment of all remuneration and benefits due to the employees of the Marketer, including any National Insurance, income tax and any other form of taxation or social security costs.

15. The Marketer will be reimbursed from time to time for reasonable and necessary expenses incurred by the Marketer in connection with providing the Services.

16. All expenses must be pre-approved by the client.

17. The Parties agree that the means of payment will be via bank transfer.

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TERM OF AGREEMENT

18. The term of the Marketing Agreement (the "Term") will begin on the date specified in the Marketing Agreement and will remain in full force and effect until terminated as provided for in the Marketing Agreement.

19. In the event that either Party wishes to terminate the Marketing Agreement after the initial fixed period, that Party will be required to provide one month written notice to the other Party. Written for the purposes of this clause includes email.

20. Upon the termination of the Marketing Agreement it is the client’s responsibility to revoke the Marketer’s access to their digital marketing tools.

21. Following termination of the Marketing Agreement, the Marketer shall have no further obligation to provide the Services to the Client.

22. Termination of the Marketing Agreement will not affect either Parties’ rights and remedies that have accrued as at termination.

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INTEREST ON LATE PAYMENTS

23. Interest payable on any overdue amounts under the Marketing Agreement is charged at a rate of 3% above the base rate of National Westminster Bank Plc per annum or at the maximum rate enforceable under applicable legislation, whichever is lower.

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CONFIDENTIALITY 

24. Confidential information (the "Confidential Information") refers to any data or information relating to the business of the Client/Marketer which would reasonably be considered to be proprietary to the Client/Marketer including, but not limited to, accounting records, business processes, and client records and that is not generally known in the industry of the Client/Marketer and where the release of that Confidential Information could reasonably be expected to cause harm to the Client/Marketer.

25. All terms and conditions of the Marketing Agreement (and any Confidential Information provided by the Client to the Marketer or vice versa) during the term of the Marketing Agreement must be kept confidential, unless the disclosure is required pursuant to process of law.

26. Disclosing or using this Confidential Information for any purpose beyond the scope of the Marketing Agreement (or beyond the exceptions set forth above) is expressly forbidden without the prior consent of the Parties.

27. The Parties’ obligation to maintain confidentiality will survive termination of the Marketing Agreement and remain in effect indefinitely.

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RELATIONSHIP BETWEEN PARTIES 

28. The Parties agree that the Marketer in the Marketing Agreement is an independent contractor, as he/she provides the services hereunder and acts as an independent contractor.

29. The Marketer shall not be considered an employee of the Client under any circumstances.

30. The Marketing Agreement does not create any other partnership between the Parties.

31. The Marketing Agreement is an agreement that is not based on exclusivity. Hence, the Parties are entitled to enter into other agreements for similar services with other parties.

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RIGHT OF SUBSTITUTION

32. Except as otherwise provided in the Marketing Agreement, the Marketer may, at the Marketer's absolute discretion, engage a third party subcontractor to perform some or all of the obligations of the Marketer under the Marketing Agreement. The Client will not hire or engage any third parties to assist with the provision of the Services.

33. In the event that the Marketer hires a subcontractor:

• the Marketer will pay the subcontractor for its services and the sums due under the Marketing Agreement will remain payable by the Client to the Marketer.

• for the purposes of the indemnification clause of this Agreement, the subcontractor is an agent of the Marketer.

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AUTONOMY

34. Except as otherwise provided in the Marketing Agreement, the Marketer will have full control over working time, methods, and decision making in relation to provision of the Services in accordance with the Marketing Agreement. The Marketer will work autonomously and not at the direction of the Client. However, the Marketer will be responsive to the reasonable needs and concerns of the Client.

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OWNERSHIP

35. The Parties agree that all products created by the Marketer will remain the exclusive property of the Client, as long as it is solely relevant to the performance of the Services set forth in the Marketing Agreement.

36. The Parties agree that all products created by the Marketer and relevant to its business more widely will remain the exclusive property of the Marketer.

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INTELLECTUAL PROPERTY

37. The Marketer agrees that any intellectual property provided to him/her by the Client will remain the sole property of the Client, including (but not limited to) copyrights, patents, trade secret rights, and other intellectual property rights associated with any ideas, concepts, techniques, inventions, processes, works of authorship, Confidential Information, or trade secrets.

38. The Marketer will refrain from using such intellectual property upon the termination of the Marketing Agreement.

39. If your advertising is managed under our business account then adverts and any corresponding data will be deleted upon cancellation of this agreement.

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LIMITATION OF LIABILITY AND INDEMNIFICATION

40. Under no circumstances will either Party be liable for any indirect, special, consequential, or punitive damages (including lost profits) arising out of or relating to the Marketing Agreement or the transactions it contemplates (including for breach of contract, tort, negligence, or other form of action).

41. The Marketer’s total liability to the Client arising under or in connection with the Marketing Agreement, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, will be limited to the total charges paid by the Client under the Marketing Agreement.

42. Subject to clauses 40 and 41, each Party agrees to indemnify and hold harmless the other Party, and its respective directors, shareholders, affiliates, officers, agents, employees, and permitted successors and assigns against any and all claims, losses, damages, liabilities, penalties, expenses, reasonable legal fees and costs of any kind or amount whatsoever, which result from or arise out of any breach of the Marketing Agreement by the indemnifying Party or by anyone under that Party’s control. This indemnification will survive the termination of the Marketing Agreement.

43. The Client is responsible for the business information they have provided to the Marketer and for the digital marketing tools being used as part of the Services provided and it is the Client’s responsibility to ensure that the information and tools meet legal requirements. Content published by the Marketer at the Client’s request is the responsibility of the Client and the Client maintains full liability for anything relating to this.

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PRIVACY

44. The marketing agreement incorporates our Privacy Policy www.atlast.media/privacy-policy.

45. In these terms:

1. Data Protection Laws: means in each case to the extent applicable to the Parties and as amended or updated from time to time: (i) the retained EU law version of the General Data Protection Regulation ((EU) 2016/679) as it forms part of the law of England and Wales, by virtue of the European (Withdrawal) Act 2018, as modified by Schedule 1 to the Data Protection, Privacy and Electronic Communications (Amendments etc.) (EU Exit) Regulations 2019; (ii) the Data Protection Act 2018; (iii) the Privacy and Electronic Communications (EC Directive) Regulations 2003; (iv) any other applicable data protection and privacy laws; and (v) any codes of conduct and/or guidance issued by a supervisory authority;

2. Personal Data: is any personal information that relates to an identified or identifiable individual; and

3. Process: means any activity that involves the use of Personal Data. It includes obtaining, recording or holding the data, or carrying out any activity or set of activities on the data including organising, amending, retrieving, using, disclosing, erasing or destroying it. Processing also includes transmitting or transferring Personal Data to third parties.

46. The Marketer agrees that they will comply with all Data Protection Laws in the provision of the Services.

47. The Client agrees that it will comply with all Data Protection Laws in providing the Marketer with any Personal Data. It is the Client’s responsibility to ensure that all necessary consents have been obtained in relation to any Personal Data that the Client is asking the Marketer to Process as part of providing the Services.

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AMENDMENTS

48. The Parties agree that any amendments made to the Marketing Agreement must be made in writing and agreed by both Parties.

49. As such, any amendments made by the Parties will be applied to the Marketing Agreement.

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ASSIGNMENT

50. The Parties hereby agree not to assign any of the responsibilities in the Marketing Agreement to a third party unless consented by both Parties in writing.

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ENTIRE AGREEMENT

51. The Marketing Agreement contains the entire agreement and understanding among the Parties hereto, with respect to the subject matter hereof. It supersedes all prior agreements, understandings, inducements, and conditions (express, implied, oral, written, or of any nature whatsoever with respect to the subject matter hereof). The express terms hereof control and supersede any course of performance and/or usage of the trade inconsistent with any of the terms hereof.

52. It is agreed that there is no representation, warranty, collateral agreement or condition affecting the Marketing Agreement except as expressly provided in the Marketing Agreement.

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TITLES/HEADINGS

53. Headings are inserted for the convenience of the Parties only and are not to be considered when interpreting the Marketing Agreement.

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GENDER

54. Words in the singular mean and include the plural and vice versa. A reference to one gender shall include a reference to the other genders. A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).

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JOINT AND SEVERAL LIABILITY

55. Where the Client comprises more than one person, those persons shall be jointly and severally liable for the obligations and liabilities of the Client under the Marketing Agreement.

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GOVERNING LAW

56. The Marketing Agreement will be governed by and construed in accordance with the laws of England.

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SEVERABILITY

57. In an event when any provision of this Agreement is found to be void and unenforceable by a court of competent jurisdiction, the remaining provisions will still be enforced, in accordance with the Parties’ intention.

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WAIVER

58. The waiver by either Party of a breach, default, delay or omission of any of the provisions of the Marketing Agreement by the other Party will not be construed as a waiver of any subsequent breach of the same or other provisions.