Saltoria Marketing Terms and Conditions
The following Terms and Conditions shall apply to the provision of all services supplied by Saltoria Marketing (“SM”) to the Client. Within this document, the “Client” refers to the customer and/or company that has agreed to pay SM for their Services.
If you have any questions regarding this document please contact us on [email protected].
These Terms and Conditions, together with the Service Agreement, set out the basis on which we (Saltoria Marketing Ltd) will provide services to you (the person named in the Service Agreement).
1. Definitions
It may be helpful to define the terms used in this agreement:
1.1 “Agreement”: means the Service Agreement and these Terms and Conditions.
1.2 “Additional Services” means any additional services agreed between you and us in accordance with clause 2.2
1.3 “Confidential Information” means any information relating to your business or ours which is not publicly available including any information specifically designated as confidential; any information supplied by any third party in relation to which a duty of confidentiality is owed or arises; and any other information which should otherwise be reasonably regarded as possessing a quality of confidence or as having commercial value in relation to the business of the party disclosing it.
1.4 “Delivery Dates” means the delivery dates specified in the Service Agreement.
1.5 “Delivery Materials” means the delivery materials specified in the Service Agreement.
1.6 “Fee” means the fee described in clause 3 and the Service Agreement.
1.7 “Intellectual Property Rights” means patents, rights to inventions, copyright and related rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use and protect the confidentiality of, confidential information (including know-how) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
1.8 “Services” means the Services described in the Service Agreement and any Additional Services
1.9 “Service Agreement” means the service agreement between you and us to which these Terms and Conditions are attached.
1.10 “VAT” means value added tax imposed by the Value Added Tax Act 1994, or any similar tax in addition to or replacing it from time to time.
1.11 “we”, “us” means Saltoria Marketing Ltd, The Wheelhouse, Angel Court, 81 St Clements Street, Oxford, OX4 1AW.
1.12 “You” means the person who purchases the Services from us, as named in the Service Agreement.
1.13 “Your Materials” means all documents, information, items and materials in any form whether owned by you or a third party, which are in your possession and necessary and relevant for the performance of the Services. This includes any items listed in the Service Agreement.
2. Services
2.1 We agree to perform the Services on the terms of this Agreement.
2.2 The Services may change from time to time and we will perform any additional services that are agreed by both Parties in writing (“Additional Services”). The fee for any Additional Services will either be agreed at the time the Additional Services are agreed, or will be charged at the rate set out in the Service Agreement.
3. Fee
3.1 You agree to pay us the Fee for the Services in accordance with the Payment Schedule in the Service Agreement.
3.2 Payment of all Fees is due within 2 (two) weeks of our invoice (the “Due Date”).
3.3 If you fail to make a payment of any of our Fees by the Due Date under this Agreement, you will pay interest on the overdue sum at the rate of 5% above the current Bank of England base rate. Such interest will accrue daily from the Due Date until actual payment of the due amount.
3.4 Any late payment by you may also affect the Delivery Dates and we will not be liable for any delay if this is the case.
3.5 If we have agreed to invoice you in a currency other than GBP, and at the point of payment of any of our invoices, the exchange rate means that we will receive a reduction of 5% or more on the GBP equivalent at the time our fee estimate was provided, we reserve the right to charge you the balance.
4. Expenses
4.1 You will reimburse us for any expenses and out-of-pocket costs listed in the Service Agreement and any other expenses that we may agree with you.
4.2 There may be some items that we will need to purchase using your company funds, including any listed in the Service Agreement. Before doing this, we will:
4.2.1 agree the items with you;
4.2.2 seek the relevant approvals to use your company funds in order to make those purchases
5. Our obligations
5.1 We will provide the Services with reasonable skill and care.
5.2 We will use all reasonable endeavours to deliver the Delivery Materials by the Delivery Dates. However, time for performance by us will not be of the essence of this Agreement.
5.3 During the performance of the Services we will send you a copy of any material due to be published in any form or media to you for approval ahead of publication.
5.4 During the performance of the Services, we will give you regular updates in relation to the Services.
6. Your obligations
6.1 You will provide Your Materials promptly when requested.
6.2 You agree to respond to our communications about the Services within 48 hours during the working week. Taking longer than this to respond, or otherwise not cooperating with us, may result in delays to the Delivery Dates and additional fees becoming due.
6.3 You will ensure the accuracy of the information contained in Your Materials and in any copy material provided to you for approval under clause 5.3
6.4 You will provide us with a copy of your data protection policy and any information we use in relation to the Services will adhere to your policy and the UK Data Protection Legislation.
7. Third party contractors
7.1 If the provision of the Services requires the engagement of a third party contractor, or, acquisition of a third-party product, we will engage that third party contractor, or acquire such third party product, on terms to be agreed by you.
7.2 We will act as your agent with respect to the appointment of any such third party contractor or acquisition of a third party product and we will not be responsible for the delivery or quality of work, services or goods provided by them.
8. Intellectual property
8.1 All copyright in the Delivery Materials and any other products of the Services will remain ours.
8.2 We grant you an exclusive non-transferable license to use the Delivery Materials.
8.3 You grant us a license to use all Your Materials (and any materials more specifically defined in the Service Agreement) for the purpose of performing the Services.
9. Publicity
9.1 Unless you ask us not to, you agree that we may use your name and your logo on our website, social media, digital platforms and in any other media and in any other marketing and publicity material to reference you as a client and for the sole purpose of promoting our services.
9.2 If you approve any request by us to use extracts from the Delivery Materials, then clause 9.1 will apply to such extracts.
10. Warranties
10.1 We warrant that:
10.1.1 the Delivery Materials (save to the extent that they incorporate Your Materials) will be wholly original to us and will not infringe the Intellectual Property of any third party;
10.1.2 the Delivery Materials will not contain any defamatory, blasphemous or racially inflammatory material, or breach any contract or duty of confidence or constitute contempt of court or expose you to any civil or criminal proceedings;
10.2 You warrant that:
10.2.1 Your Materials will be wholly original to you and will not infringe the Intellectual Property or any other right of any third party and will not contain any defamatory, blasphemous or racially inflammatory material or breach any contract or duty of confidence or constitute contempt of court or expose us to any civil or criminal proceedings.
10.2.2 Any data or other content provided by you to us will be accurate and truthful including any content which we use from your website.
10.3 We do not give any guarantee as to the success of any marketing activity performed on your behalf or as to any levels of increased revenue, sales leads or other measurables and further do not, under any circumstances, guarantee that the provision of the Services by us will achieve any predicted or desired sales results all of which will remain at your risk.
10.4 You acknowledge that the Services may be dependent on factors which are beyond our control and which are dependent on third-party action including, but not limited to, algorithms, your competitors’ actions and your reputation.
11. Our liability to you
11.1 Your contract is solely with Saltoria Marketing Limited, which has sole legal liability for the work done for you and for any act or omission in the course of that work. No representative, director, officer, employee, agent or consultant of Saltoria Marketing Limited will have any personal legal liability for any loss or claim.
11.2 Unless explicitly agreed otherwise in writing we do not owe, nor do we accept, any duty to any person other than you.
11.3 Our maximum liability to you (or any other party we have agreed may rely on the Services) in relation to any single matter or any group of connected matters which may be aggregated by our insurers will be £500,000 including interest.
11.4 We will not be liable for any of the following (whether direct or indirect):
11.4.1 losses not caused by any breach of contract or tort on our part;
11.4.2 loss of revenue;
11.4.3 loss of profit;
11.4.4 loss of or corruption to data;
11.4.5 loss of use;
11.4.6 loss of production;
11.4.7 loss of contract;
11.4.8 loss of opportunity;
11.4.9 loss of savings, discount or rebate (whether actual or anticipated); and
11.4.10 harm to reputation or loss of goodwill.
11.5 We will not be liable for any loss, damages, claims or proceedings incurred by you as a result of any breach of clause 10.2;
11.6 We will not be liable for any loss, damage, claims, actions, costs, awards or proceedings resulting from a breach or non-performance by any third party contractor engaged by us in accordance with clause 7.2;
11.7 Regardless of the limitations above, nothing in this Agreement will be construed as excluding or restricting any Party’s liability for death and/or personal injury caused by its, its employees’ or its agents’ negligence, or for any fraud.
12. Suspension
12.1 We have the right to suspend this Agreement (and any other agreement we have with you) if any Fee or any other sum due under this agreement, has not been paid in full by the Due Date.
12.2 You acknowledge that we have the right to suspend this Agreement if any payments due to us by you under any other agreement have not been paid.
13. Termination
13.1 Either party may terminate this Agreement by giving written notice if:
13.1.1 the other party is in breach of this Agreement and does not rectify that breach within 10 days of receipt of a notice informing them of such breach;
13.1.2 The other party is in material breach of this Agreement which is not capable of remedy. For the avoidance of doubt, the failure to meet any performance targets set by you will not be a material breach of the Agreement;
13.1.3 The other party goes into administration, liquidation, insolvency or any order is made for their dissolution or winding up.
13.2 If the Service Agreement is specified as a “Retainer Agreement”, either party may terminate at any time by giving the other 1 month’s notice in writing.
13.3 On termination or fulfilment of this Agreement:
13.3.1 We will return all Your Materials to you; and
13.3.2 within 14 days you will pay us any sums due to the date of termination.
14. Force majeure
14.1 Neither you nor we will be liable to each other for any failure to perform our obligations under this Agreement which is due to a so-called act of God, accident, fire, lockout, strike or other official labour dispute, union problem, riot or civil commotion, satellite failure, failure of technical facilities not within the reasonable control of the defaulting party, act of public enemy, enactment, rule or order or act of government (whether local or national), or other act or event of a similar or dissimilar nature beyond the reasonable control of that party, such act or event being deemed an event of force majeure.
14.2 In the event that any force majeure event continues for a period of 60 days or for a period aggregating no less than 60 days in a calendar year, the Parties will consult and agree on the best course of action.
15. Confidentiality
15.1 Each Party undertakes that it will at all times keep confidential the terms and contents of this Agreement.
15.2 Each Party agrees that it will not at any time disclose to any person any Confidential Information except as permitted by Clause 14.3:
15.3 Each Party may disclose the other party’s confidential information:
15.3.1 to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of carrying out the party’s obligations under the Agreement Each party will ensure that its employees, officers, representatives, subcontractors or advisers to whom it discloses the other Party’s Confidential Information comply with this Clause 14.3.1; and
15.3.2 as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
15.3.3. Neither party will use the other Party’s Confidential Information for any purpose other than to perform its obligations under the Agreement.
15.4 Upon termination of this Agreement both parties will deliver to the other party all working papers or other material and copies provided to it pursuant to this Agreement or prepared by it either in pursuance of this Agreement or previously.
15.5 The obligations of each Party under this clause 14, will continue in effect for 3 years after the termination of this Agreement.
16. Data protection
16.1 In accordance with Data Protection Act 2018, you consent to us processing any personal or sensitive data that may be obtained for the purposes of providing the Services. This consent is to include processing, transfer and disclosure of such personal and sensitive data internally and externally (including outside the European Economic Area), to the extent that this is necessary in order for us to fulfil our obligations to you under this Agreement and/or in order for us to provide the Services.
17. Notices
17.1 Any notices served in accordance with this Agreement must be in writing and sent by post or email to the addresses set out at the top of this Agreement.
18. Authority
18.1 Each Party warrants and represents to the others with respect to itself that it has the full right, power and authority to execute, deliver and perform this Agreement and that the person or firm signing this Agreement on its behalf has full authority to do so.
19. Entire agreement
19.1 This Agreement sets out the entire understanding and agreement between the Parties in relation to the subject matter of this Agreement. Each Party acknowledges that it has not entered into this Agreement in reliance on any representation or warranty made by or on behalf of any other party unless expressly set out in this Agreement.
19.2 If there is any conflict between any term in the Service Agreement and these Terms and Conditions, the Service Agreement will apply.
20. Contracts (Rights of Third Parties) Act 1999
20.1 No other person who is not a party to this Agreement will have any rights, whether under the Contract (Rights of Third Parties) Act 1999 or otherwise, to enforce any terms of this Agreement.
21. Governing law and jurisdiction
21.1 This Agreement is governed by, and is to be construed in accordance with, English law.
21.2 Any dispute arising out of or in connection with this Agreement will be subject to the exclusive jurisdiction of the English courts, and the Parties submit to the exclusive jurisdiction of the English courts for these purposes.