Terms and Conditions
Definitions
These are the definitions that apply to this Agreement:
"Client" is the company or individual who has engaged Propria to provide the Services.
"Designer" or Propria.io is a trading name of Propria Consulting Ltd, Registered Address: 6 Broadfield Court, Sheffield, S8 0XF. Company registration number 15332250. VAT re: 348719266
"Partner" is the term used to describe a person or company authorised to resell software and services offered by the Designer.
"Campaign" is any email, message, webpage or any other service completed by the Designer on behalf of the Client to generate business, leads or website visitors. A campaign can be via the internet, emails, advertising or any other medium.
"Fair Use Policy" means an average use for that particular service or product compared to other Designer' users. Or if the Client has not provided correct estimates.
Introduction
Welcome to Propria.io
A. The Client is of the opinion that the Designer has the necessary qualifications, experience and abilities to provide services to the Client.
B. The Designer is agreeable to providing such services to the Client on the terms and conditions set out in this Agreement.
IN CONSIDERATION OF the matters described above and of the mutual benefits and obligations set forth in this Agreement, the receipt and sufficiency of which consideration is hereby acknowledged, the Client and the Contractor (individually, the “Party” and collectively the “Parties” to this Agreement) agree as in this proposal.
Agreement
1. The term of this Agreement (the “Term”) will begin on the date of this Agreement and will remain in full force and effect until the minimum contract term has expired.
1.1 The minimum contract term for any subscription service is 3 months. Thereafter, a rolling contract will operate subject to clause 1.3 of this agreement.
1.2. If the Client wishes to terminate this Agreement prior to the completion of the minimum period or contracted term, both parties must agree in writing.
1.3 Early termination is subject to 30 days written notice, subject to the minimum contract length of 3 months.
1.4 The Parties agree to do everything necessary to ensure that the terms of this Agreement take effect.
1.5 Except as otherwise provided in this Agreement, all monetary amounts referred to in this Agreement are in GBP or, if agreed, any other currency.
1.6 The Designer will charge the Client based on the Client’s selected service requirement. Payments should be made via bank transfer, debit, or credit card via the Designer’s website.
1.7 Any custom campaigns or payments will be paid via a custom link sent from the Designer to the Client.
1.8 The service level can be changed at any time by the Client, adding to or subtracting from the current level of service. This is subject to any minimum or agreed fixed contract period being completed.
1.9 As stated in this Agreement, the payment does not include Value Added Tax. Any Value Added Tax required will be charged to the Client in addition to the Payment if applicable. Non-UK registered clients are not subject to VAT
1.10 The Designer doesn't offer refunds. This applies to any subscription or purchase made.
1.11 Any Invoices submitted by the Designer to the Client are due within 7 days.
1.12 The Designer will be responsible for all income tax liabilities and National Insurance or similar contributions relating to the Payment and the Designer will indemnify the Client in respect of any such payments required to be made by the Client.
1.13 The Designer will be solely responsible for the payment of all remuneration and benefits due to the employees of the Designer, including any National Insurance, income tax and any other form of taxation or social security costs.
1.14 Confidential information (the “Confidential Information”) refers to any data or information related to the business of the Client which would reasonably be considered to be proprietary to the Client, including, but not limited to, accounting records, business processes, client records and that is not generally known in the industry of the Client and where the release of that Confidential Information could reasonably be expected to cause harm to the Client.
1.15 The Designer agrees that they will not disclose, divulge, reveal, report or use, for any purpose, any confidential information that the Designer has obtained, except as authorised by the Client or as required by law. The confidentiality obligations will apply during this Agreement's term and will survive indefinitely upon termination of this Agreement.
Service
2. The Client will provide all the information required by the Designer to construct any campaign. Where the Client does not provide any or enough information, the Client remains responsible for the content without exception. The Designer will not check the accuracy, quality or integrity of any content given to him by the Client.
2.1 The Client will be responsible for all content; it is for the Client to check and confirm the content is correct. The Designer cannot be held accountable, takes no responsibility for any such content, and discharges all liability that may arise regarding such content.
2.2 The Designer gathers prospect information from public sources. Despite the Designer's best efforts to verify the information, the client understands that all information may not be complete or current.
2.3. The Designer does not guarantee response levels from any campaign. It is understood that leads, prospects, or connections levels can vary.
2.4 The client understands that the number of prospects messaged monthly is a maximum. This number is frequently exceeded but does not constitute a guarantee.
2.5 If a Client fails to respond to the designer's requests and does not communicate with the Designer throughout the delivery process, the Designer cannot be held accountable for delays in delivering any campaign.
2.6 If the Client fails or does not wish to follow the advice given concerning any campaign or service provided by the Designer, it is understood that the Client is responsible for such instructions.
2.7 The Client takes full responsibility for any instructions given to the Designer.
2.8 If the Designer does not host any service, the hosting service must address any issues relating to the hosting. The Designer holds no responsibility whatsoever for these issues.
2.9 All domains ordered by any Client are registered within the Designer's ownership. They are on licence from the domain host. They are not the property of the Client. The Client does have no rights to these during an agreement or if service is stopped for any reason.
2.10 The Client understands that any image, text or graphic displayed on any website, campaign, CRM, CMS, App or service provided by the Designer is the Client's sole responsibility. The Designer is not responsible and accepts no liability, no matter how provided or displayed information
2.11 If the Designer incorporates or embeds third-party software products in the service, then such products will, as far as possible, be properly licensed to the Designer. The Client will have no rights to these.
2.12 The Client accepts responsibility and liability for any and all posts displayed online.
2.13 The Client accepts all responsibility for using any social posting service. The Designer does not monitor any posts the Client creates and, therefore, has no control over the service.
2.14 Websites and webpage concepts belong to the designer.
2.15 Website or webpage designs used in any campaign belong to the Designer.
2.16 Graphic images provided by the Client belong to the Client unless the designer expressly states that ownership is retained by them.
2.17 Software code written by the Designer prior to the date of this Agreement and incorporated in the service belongs to the Designer.
2.18 Code written specifically for the Client belongs to the Designer.
2.19 Software elements being components previously developed by the Designer belong to them.
2.20 All Designer products and Services elements remain the Designer's property and are provided on a licence to the Client.
Additional Terms
3 Any work completed by a Propria.io Partner or any other person or company does not constitute a contract with the Designer. Any issues whatsoever have to be addressed by the partner or third party.
3.1 The Client unconditionally accepts that the Designer is not liable for any legal action against the Client resulting from the production of any report of any kind.
3.2 All written and oral information and material disclosed or provided by the Client to the Designer under this Agreement is Confidential Information regardless of whether it was provided before or after the date of this Agreement or how it was provided to the Contractor. Ownership of Intellectual Property
3.3 All intellectual property relating to software, content or text created that is developed or produced by the Designer under this Agreement will be the property of the Designer.
3.4 All intellectual property relating to the text or other content that the client provides under this Agreement will be the property of the Client.
3.5 Upon the expiry or termination of this Agreement, the Designer will return to the Client any property, document, records, or Confidential information which is the property of the Client.
3.6 In providing the Services under this Agreement, it is expressly agreed that the Designer is acting as an independent contractor, not an employee. The Designer and the Client acknowledge that this Agreement does not create a partnership or joint venture between them and is exclusively a contract for service.
3.7. All notes, requests, demands or other communications required or permitted by the terms of this Agreement will be given in writing.
3.8 Any amendment or modification of this Agreement or additional obligation assumed by either Party in connection with this Agreement will only be binding if evidenced in writing and signed by each Party or an authorised representative of each Party.
3.9 No extension or variation of this Agreement will operate as a waiver of this provision.
3.10 The Designer will not voluntarily, or by operation of law, assign or otherwise transfer its obligations under this Agreement without the Client's prior written consent.
3.11 It is agreed that there is no representation, warranty, collateral agreement or condition affecting this Agreement except as expressly provided in this Agreement.
3.12 This Agreement will ensure the benefit of and be binding on the Parties and their respective heirs, executors, administrators and permitted successors and assigns.
3.13 Headings are inserted for the convenience of the Parties only and are not to be considered when interpreting this Agreement.
3.14 Words in the singular mean and include the plural and vice versa. Words in the masculine mean and include the feminine and vice versa.
3.15 In the event that any of the provisions of this Agreement are held to be invalid or unenforceable in whole or in part, all other provisions will nevertheless continue to be valid and enforceable with the invalid or unenforceable parts severed from the remainder of this Agreement.
3.16 The waiver by either Party of a breach, default, delay or omission of any of the provisions of this Agreement by the other Party will not be construed as a waiver of any subsequent breach of the same or other provisions.
3.17 The Designer reserves the right to charge the Client interest in respect of all invoices outstanding for more than 28 days under this Agreement (both before and after judgment) at the rate of 5 per cent above the LIBOR rate set from time to time from the due date until full receipt of payment.
3.18 In addition to the Designer's right to claim interest on all outstanding invoices, should the Client fail or unreasonably refuse to pay any of the Designer invoices by the due date, the Designer shall be entitled (but not obliged) to halt all further production on the works being undertaken under this Agreement until such time as the Client shall bring their account up to date including all interest and costs payable to the Designer in respect thereof.
3.19 If the Client breaches any of the termination clauses, the Client shall be liable for any and all costs due to that point.
3.20 Overdue debts and invoices will receive a letter before action prior to legal action.
3.21 If a Client fails to pay any outstanding debt, the Designer will take legal action to recover the outstanding debt and associated costs.
3.22 If payment is not made or is more than 14 days late, it is understood that the domain and subsequent hosting may be stopped. It can take up to 30 days to reactivate any domain, as this will be out of the control of the Designer. The Designer will not be liable for any loss arising from such delay, including (for the avoidance of doubt) any loss of profit or business opportunity.
3.23 If a Client defaults in meeting the payment terms as above, any subsequent invoice issued becomes due and payable immediately from the time of the default.
Intellectual Property Rights
4 The Client hereby agrees to indemnify the Designer against all claims and costs arising:
i) in connection with the content, whether for breach of intellectual property rights, defamation or otherwise.
ii) out of any failure to comply with any law or statutory instrument.
4.1 Provided that the Designer:
i) give notice to the Client of any infringement immediately they become aware of it;
ii) give the Client the sole conduct of the defence to any claim and do not at any time admit liability or otherwise settle or compromise or attempt to settle or compromise the claim except upon the express instructions of the Client;
iii) act in accordance with the reasonable instructions of the Client and give to the Client whatever assistance he reasonably requires in respect of the conduct of his defence.
4.2 The Client shall reimburse the Designer their reasonable costs incurred in complying with the above provisions.
4.3 The Client confirms and understands that the Designer Services and Software are solely the Designer's property; this includes all codes, software, content, workflows, and imagery.
Jurisdiction
5 The parties will use their best efforts to negotiate in good faith and settle any dispute arising from or relating to these terms or any breach of them.
5.1 This Agreement (including any non-contractual matters and obligations arising therefrom or associated therewith) shall be governed by and construed in accordance with the laws of England and Wales.
5.1 Any dispute, controversy, proceedings or claim between the Parties relating to this Agreement (including any non-contractual matters and obligations arising therefrom or associated therewith) shall fall within the jurisdiction of the courts of England and Wales.
Schedule 1
Schedule of prices and charges
Hourly rates are £189 per hour
Creative graphic design £98 per hour.
Consultancy: £750 per day plus expenses.