Terms & Conditions
BACKGROUND
The Freelancer is a Social Media Manager and Business Strategist.
The Company (YOU) wishes to engage the Freelancer to provide Social Media Marketing and Strategy Services to it on the terms of this Agreement.
THE PARTIES AGREE AS FOLLOWS:
1 Definitions
In this Agreement the following words and phrases have the meanings set out below:
Confidential Information all information of a confidential nature provided to the Freelancer, which is marked as confidential, relating to the products, services, business finances, transactions and affairs of the Company including Intellectual Property Rights;
Intellectual Property Rights any and all copyright, rights in inventions, patents, know-how, trade secrets, trademarks and trade names, service marks, design rights, rights in get-up, database rights and rights in data, utility models, domain names and all similar rights whether registered or unregistered, including any applications to protect or register such rights, all renewals and extensions of such rights or applications, whether vested, contingent or future, and wherever existing in the world;
Lifetime Access access to the relevant Course or Membership for the Lifetime of the Product, as defined in clause 13.3;
Lifetime of the Product the period during which the Freelancer continues to actively operate and maintain the relevant course or membership programme, being no less than two (2) years from the date of the Company's purchase;
Services the services to be provided by the Freelancer to the Company set out in the Schedule hereto and subject to the terms of this Agreement; and
Work Product any materials created or developed by the Freelancer and/or any Substitute Freelancer when providing the Services.
2 The Services
During the Agreement the Freelancer will provide the Services to the Company in accordance with the terms of this Agreement.
3 Substitute
In the event that the Freelancer is unable to provide the Services for whatever reason, the Freelancer will be entitled to appoint a substitute with equivalent skill and expertise to perform the Services on the Freelancer's behalf (the Substitute Freelancer). The Freelancer will continue to invoice the Company and will be responsible for the payments to the Substitute Freelancer.
4 Remuneration
4.1 The Company will pay to the Freelancer in consideration of the provision of the Services, the amount stated on each service. If you have chosen a monthly service, your payments will be recurring until you cancel (with 30 days notice period). Please note - management is a 3 month minimum sign up.
4.2 The Freelancer will be responsible for, and will account to the appropriate authorities for, all income tax liabilities and national insurance or similar contributions payable in respect of the payments made to Freelancer under this Agreement on a self-assessment basis.
4.3 In the event payment is late, The Freelancer shall be entitled to withhold delivery of the Services until payment has been made in respect of the outstanding amount.
4.4 Following a late payment, it is at the discretion of The Freelancer if they choose to continue the contract or not. Written termination applies as per this contract.
5 Liability and Insurance
5.1 The Freelancer will maintain appropriate Professional Indemnity insurance cover in force during the Agreement as well as Public and Products liability. Furthermore, the Freelancer shall not be liable for consequential, indirect or special losses. The Freelancer excludes any liability that may arise in relation to the Intellectual Property Rights. The foregoing does not apply to any losses which cannot be excluded or limited by applicable law.
6 Confidential Information
The Freelancer will not during the period of this Agreement without the prior written approval of the Company use for the Freelancer's own benefit or for the benefit of any other person, firm, company or organisation, or directly or indirectly disclose to any person any Confidential Information which has come to the Freelancer's knowledge during or in connection with the Agreement.
7 Intellectual Property
In consideration of the Company paying Freelancer the Fees, the Freelancer hereby transfers to the Company by way of present and future assignment all the Intellectual Property Rights in the Work Product. The Freelancer gives no warranties in relation to the Intellectual Property Rights in the Work Product.
8 Data Protection
The Freelancer will use all reasonable efforts to comply in all material respects with the Freelancer's obligations under the applicable data protection legislation in relation to personal data which the Freelancer processes in the provision of the Services under this Agreement.
9 Company's Obligations
9.1 By purchasing the Services, The Company confirms that they are over 18, that they are legally capable of entering into a legally binding contract, that they are purchasing the Services in a business capacity and that all information they provide to The Freelancer is true and accurate.
9.2 The Company accepts that provision of the Services is personal to The Company and should not be shared with anyone else and agrees that they will not transfer, or seek to transfer, their rights under these Terms to any other person without The Freelancer's prior written consent.
9.3 The Company agrees to co-operate with The Freelancer and to provide all reasonable information and assistance The Freelancer may require, including, but not limited to, a fully completed questionnaire/client enquiry form, clear briefings, instructions via email/WhatsApp, obtaining any relevant consents, licences or authorisations, purchasing any relevant graphic elements and fonts and providing The Freelancer with all relevant documentation, content, images, graphics, specifications, branding, trade marks, copy, videos, digital media, audio, specifications, data and any other information (“Materials”). The Services will be delivered in accordance with the Materials that The Company provides to The Freelancer and therefore it is essential that The Company is open and honest and provides as much information and detail as possible. Any additional instructions provided must be sent in writing via WhatsApp/email and must be reasonable and in alignment with the description of the Services as set out in the Schedule. The Freelancer shall not be liable for any delay in the delivery of the Services caused by The Company's failure or delay in providing any Materials or any other information requested.
9.4 When providing any Materials, The Company agrees and warrants that they have the legal right to use and share them and that The Company grants The Freelancer a royalty free licence to use, copy and reproduce them. The Company shall retain ownership of all Materials and all Intellectual Property Rights subsisting in them at all times. The Freelancer reserves their rights to refuse to use any Materials which they consider breach any third-party Intellectual Property Rights or which they consider to be offensive, defamatory or likely to cause harm.
9.5 The Company shall be responsible for checking any spelling or grammar in any Materials provided. All images, graphics and video provided must be high-resolution. The Freelancer reserves the right to refuse to use any low-resolution images or videos or any stock images or videos.
9.6 The Company shall be responsible for checking, reviewing and approving any deliverables. Whilst The Freelancer will take all reasonable steps to avoid any mistakes, they shall not be liable for any mistakes which are found once The Company have accepted and/or approved the deliverables.
9.7 The Company accepts that in order to deliver the Services, The Freelancer will need to access their social media platforms. The Company hereby authorises The Freelancer to use access credentials for their relevant social media platforms only for the purposes of providing the Services. All access credentials will be treated as confidential information.
9.8 Where The Freelancer requires any approval, decision or other authorisation or consent from The Company to enable delivery of the Services, they agree to provide the same within a reasonable time.
9.9 The Company accepts that they shall, at all times, remain responsible for the maintenance of your own website, pages, groups and/or social media channels and for regularly checking all content. They acknowledge that The Freelancer has no responsibility or control over content posted by visitors or users of their website, pages or social media channels.
10 Term and Termination
10.1 The Freelancer's engagement under this Agreement will commence on date payment is made and will continue unless or until either party gives to the other not less than one month's notice in writing to terminate this Agreement.
10.2 Notwithstanding the provisions of clause 10.1, either party may terminate this Agreement with immediate effect and without liability to pay any compensation or damages by written notice to the other party if at any time the other party commits any serious or repeated breach of this Agreement, and for the avoidance of doubt a failure to pay the Fee on the due date will be a serious breach.
11 General Provisions
11.1 Notices under this Agreement shall be in writing and sent to a party's address as set out on the first page of this Agreement. Notices may be given, and shall be deemed received: by first-class post: 2 working days after posting. This clause 11.1 does not apply to notices given in legal proceedings or arbitration.
11.2 This Agreement constitutes the entire and only legally binding agreement between the parties relating to the Engagement and supersedes any previous understandings, arrangements, representations, negotiations or agreements between the parties provided that nothing in this clause 11.2 will have effect to exclude the liability of either party for fraud or fraudulent misrepresentation.
11.3 The Freelancer may freely assign, sub-contract or transfer its rights and obligations under this Agreement to any third party, provided that the Freelancer gives prior written notice to the Company.
11.4 No variation of this Agreement shall be valid or effective unless it is in writing, refers to this Agreement and is duly signed or executed by, or on behalf of, each party.
11.5 Nothing in this Agreement constitutes, or shall be deemed to constitute, a partnership between the parties nor make any party the agent of another party.
11.6 Any remedy or right conferred upon a party for breach of this Agreement will be in addition to and without prejudice to all other rights and remedies available to that party. No failure or delay by the parties in exercising any remedy, right, power or privilege under or in relation to this Agreement will operate as a waiver of that or any other right, power, remedy or privilege of that party.
11.7 If any provision of this Agreement (or part of any provision) is or becomes illegal, invalid or unenforceable, the legality, validity and enforceability of any other provision of this Agreement shall not be affected.
11.8 The Contracts (Rights of Third Parties) Act 1999 will not apply to this Agreement and no person other than Freelancer and the Company will have any rights under it.
11.9 To support the delivery of the Services, The Freelancer uses and engages with third-party content creation systems and suppliers. Whilst The Freelancer will take all reasonable steps to maintain delivery of the Services as agreed within these Terms, The Freelancer shall not be liable where access is temporarily restricted or limited due to routine or unexpected maintenance or an issue arising with a third-party system which is outside of their control.
11.10 Should an unforeseen or unexpected event arise which limits or prevents delivery of the Services, then The Freelancer will inform The Company via email. The Freelancer shall not be liable to The Company for any delivery failure or delay which is caused by circumstances beyond our reasonable control. In the event an unforeseen or unexpected event arises and continues for longer than 14 days, then either party will be entitled to terminate our arrangement by providing the other with 14 days notice in writing. This does not affect any other right to terminate as set out within these Terms and any relevant pro-rated refund will be at their discretion having regard to the length of any delay and the extent of Services already delivered.
11.11 In some circumstances it may be necessary for The Freelancer to make amendments, revisions or changes to the Services, or cancel, amend, change or reschedule any part as is reasonably required. If The Freelancer needs to make any changes then The Freelancer will ensure that the Services still match the original description, except where a change enhances the original description. The Freelancer shall not be liable for any reasonable changes that are made to the Services.
12 Third-Party Platform Disclaimer
12.1 The Freelancer's Services may include strategy, guidance and recommendations relating to the use of third-party social media platforms, including but not limited to Facebook, Instagram, LinkedIn and other online communities and groups (collectively, “Third-Party Platforms”). The Freelancer is entirely independent of, and has no affiliation, association, authorisation, endorsement or connection with, any such Third-Party Platform or its parent company, including Meta Platforms, Inc.
12.2 Any strategy or guidance provided by The Freelancer in relation to Facebook groups or other third-party online communities is provided for informational and educational purposes only. The Company acknowledges and agrees that any decision to join, participate in, or engage with any third-party group or community is made entirely at the Company's own discretion and risk. The Freelancer accepts no responsibility or liability for the content, rules, policies, moderation, availability or conduct of any third-party group or community.
12.3 The Company acknowledges that Third-Party Platforms may change their terms of service, algorithms, features, community standards or availability at any time and without notice. The Freelancer shall not be liable for any impact such changes may have on the effectiveness of any strategy provided under this Agreement.
12.4 The Company is solely responsible for ensuring that their use of any Third-Party Platform, including participation in any groups or communities, complies with that platform’s terms of service, community guidelines and any applicable laws. The Freelancer shall not be liable for any suspension, restriction or removal of the Company’s account or access arising from the Company’s use of any Third-Party Platform.
13 No Guarantee of Results
13.1 The Freelancer provides strategy, education and guidance to assist the Company in their business development and social media marketing efforts. However, The Freelancer makes no representation, warranty or guarantee, express or implied, that the Company will achieve any particular result, level of income, number of clients, followers, leads or engagement as a result of purchasing or using the Services.
13.2 The Company acknowledges and agrees that results are entirely dependent upon a number of factors outside of The Freelancer’s control, including but not limited to: the Company's own effort, commitment, consistency and implementation; the Company’s existing audience and business offering; market conditions; the behaviour of third-party platforms; and the Company’s ability to follow and act upon the guidance provided. Any examples of results shared by The Freelancer (whether in promotional materials, testimonials or otherwise) are illustrative only and are not a guarantee that the Company will achieve the same or similar results.
13.3 By purchasing the Services, the Company accepts full responsibility for their own results and acknowledges that success requires active and consistent participation. The Freelancer shall not be liable for any failure by the Company to achieve their desired results.
14 Course and Membership – Lifetime Access
14.1 Where the Services include access to a course, programme or membership (“Course”), The Freelancer may offer Lifetime Access as a purchasing option. By selecting Lifetime Access, the Company is purchasing access for the Lifetime of the Product as defined in clause 1 of this Agreement.
14.2 For the avoidance of doubt, “Lifetime Access” does not mean access for the natural lifetime of the individual purchasing the Services. It refers solely to the period during which The Freelancer continues to actively operate and maintain the relevant Course or membership programme.
14.3 The Freelancer commits to maintaining the relevant Course or membership programme and the Company's access to it for a minimum period of two (2) years from the date of the Company’s purchase (“Minimum Access Period”). Subject to clause 14.4, access shall continue beyond the Minimum Access Period for as long as The Freelancer continues to actively operate the relevant Course.
14.4 The Freelancer reserves the right to withdraw, retire or substantially alter the Course at any time after the expiry of the Minimum Access Period. In such circumstances, the Freelancer will provide the Company with no less than 30 days’ prior written notice. No refund shall be payable where the Course is withdrawn or retired after the Minimum Access Period has expired.
14.5 Lifetime Access is personal to the Company and may not be transferred, gifted, resold or shared with any third party. The Freelancer reserves the right to revoke access immediately in the event of any breach of this clause.
14.6 Where the Company elects to pay for Lifetime Access by way of an instalment or payment plan, Lifetime Access will only be granted in full once all payments have been received in cleared funds. The Freelancer reserves the right to suspend or restrict access in the event that any instalment payment is missed or remains unpaid.
15 Governing Law and Jurisdiction
15.1 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.
15.2 The parties 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 (including non-contractual disputes or claims).
BY PURCHASING THE SERVICES, YOU HEREBY AGREE TO ALL THE ABOVE TERMS AND CONDITIONS.
