These are the main terms of business of the Consultant (“The Terms”).
“The Consultant”, “We, Us” shall mean Ikara Social and any successors or assigns.
“Authorised Representatives” means in the case of the Consultant, any director, and in the case of the Client, any director, partner or sole proprietor.
“The Client”/“You” shall mean any individual, firm, company or other parties with whom the Consultant contracts or seeks to contract.
“the Contract”/“the Agreement” means the agreement between the Consultant and the Client incorporating these Web Marketing Terms and the Proposal, and any amendments to it from time to time;
“The Quote” means any quote or revised quote sent to the Client by the Consultant on the Consultant’s headed notepaper or by email detailing, inter alia, the description and price of the Services.
“the Services” means the services specified in the Schedule to be performed by the Consultant; as detailed in the Proposal.
“Proposal” means the Consultant Services chosen by the Client detailing the scope of the Services and other matters relating to the Agreement;
“Materials” means all or any of the materials, works, and goods to be supplied by the Consultant.
“Hired Goods” means all of any of the materials works and goods to be hired by the Consultant on behalf of the Client;
“Purchased Goods” means all or any of the Materials, works and goods to be purchased by the Consultant on behalf of the Client;
“Input Material” means any Documents or other materials, and any data or other information in any format whatsoever provided by the Client relating to the Services or Materials;
“Output Material” means any Documents or other materials, and any data or other information in any format whatsoever provided by the Consultant relating to the Services or Materials;
“Affiliate” means a company, firm or individual that Controls, is Controlled by, or is under common Control with the relevant company, firm or individual;
“Personal Data” has the meaning given to it in the Data Protection Act 1998;
“Payment” means the amounts payable by the Client to the Consultant under or in relation to the Agreement (including expenses).
1.1 Access to the Website is permitted on a temporary basis, and we reserve the right to withdraw or amend the services we provide on the site without notice. We will not be liable if for any reason the Website is unavailable at any time or for any period.
1.2 From time to time we may restrict access to some parts of our site, or our entire site, to users who have registered with us.
1.4 You are responsible for making all arrangements necessary for you to have access to the Website. You are also responsible for ensuring that all persons who access our site through your internet connection are aware of these terms and that they comply with them.
2.1 The content and materials contained on the Website are provided for general information purposes only. It is not intended to amount to or constitute professional advice on which you should rely. Your use of any information or materials on this Website is entirely at your own risk, for which we shall not be liable. It shall be your own responsibility to ensure that any products, services or information available through this Website meet your specific requirements.
2.2 Although we make reasonable efforts to update the information on the site, we make no representations, warranties or guarantees, whether express or implied, that the content and materials on the site are accurate, complete or up-to-date.
2.3 You may use the site only for lawful purposes. You may not use the site in any way: that breaches any applicable local, national or international law or regulation; in any way that is unlawful or fraudulent, or has any unlawful or fraudulent purpose or effect; for the purpose of harming or attempting to harm minors in any way; to send, knowingly receive, upload, download, use or re-use any material which does not comply with the content standards below; to transmit, or procure the sending of, any unsolicited or unauthorised advertising or promotional material or any other form of similar solicitation (spam); or to knowingly transmit any data, send or upload any material that contains viruses, Trojan horses, worms, time-bombs, keystroke loggers, spyware, adware or any other harmful programs or similar computer code designed to adversely affect the operation of any computer software or hardware. You also agree: not to reproduce, duplicate, copy or re-sell any part of the site in contravention of the provisions of the terms of the website access above; or not to access without authority, interfere with, damage or disrupt any part of the site; any equipment or network on which the site is stored; any software used in the provision of the site; or any equipment or network or software owned or used by any third party.
2.4 Whenever you make use of a feature that allows you to upload material to the site, or to make contact with other users of the site, you must comply with the content standards set out in the acceptable use policy below (clause 2.8). You warrant that any such contribution does comply with those standards, and you indemnify us for any breach of that warranty.
2.5 Any material you upload to the site will be considered non-confidential and non-proprietary, and we have the right to use, copy, distribute and disclose to third parties any such material for any purpose. We also have the right to disclose your identity to any third party who is claiming that any material posted or uploaded by you to the site constitutes a violation of their intellectual property rights, or of their right to privacy.
2.6 We will not be responsible, or liable to any third party, for the content or accuracy of any materials posted by you or any other user of the site.
2.7 We have the right to remove any material or posting you make on the site if, in our opinion, such material does not comply with the content standards set out in the acceptable use policy below (clause 2.8).
2.8 These content standards apply to any and all material that you contribute to the site (contributions), and to any interactive services associated with it. You must comply with the spirit of the following standards as well as the letter. The standards apply to each part of any contribution as well as to its whole. Contributions must: Be accurate (where they state facts). Be genuinely held (where they state opinions). Comply with applicable law in England and in any country from which they are posted. Contributions must not: Contain any material which is defamatory of any person. Contain any material which is obscene, offensive, hateful or inflammatory. Promote sexually explicit material. Promote violence. Promote discrimination based on race, sex, religion, nationality, disability, sexual orientation or age. Infringe any copyright, database right or trademark of any other person. Be likely to deceive any person. Be made in breach of any legal duty owed to a third party, such as a contractual duty or a duty of confidence. Promote any illegal activity. Be threatening, abuse or invade another’s privacy, or cause annoyance, inconvenience or needless anxiety. Be likely to harass, upset, embarrass, alarm or annoy any other person. Be used to impersonate any person, or to misrepresent your identity or affiliation with any person. Give the impression that they emanate from us if this is not the case. Advocate, promote or assist any unlawful act such as (by way of example only) copyright infringement or computer misuse.
3.1 When a Client provides a testimonial, the Client agrees for the testimonial to be used on the website and for other promotional purposes, such as print on leaflets, Google reviews, and any other advertising purposes.
4.1 Ikara Social does not guarantee that the Website will be secure or free from bugs or viruses. You are responsible for configuring your information technology, computer programmes and platform in order to access the Website. You should use your own virus protection software. You must not misuse the site by knowingly introducing viruses, trojans, worms, logic bombs or other material which is malicious or technologically harmful. You must not attempt to gain unauthorised access to the site, the server on which the site is stored or any server, computer or database connected to the site. You must not attack the site via a denial-of-service attack or a distributed denial-of-service attack. By breaching this provision, you would commit a criminal offence under the Computer Misuse Act 1990. We will report any such breach to the relevant law enforcement authorities and we will co-operate with those authorities by disclosing your identity to them. In the event of such a breach, your right to use the site will cease immediately.
5.1 We do not monitor or review the content of other party’s websites that are linked to this Website. Opinions expressed or material appearing on such websites are not necessarily shared or endorsed by us and should not be regarded as the publisher of such opinions or material. Please be aware that we are not responsible for the privacy practices, or content, of these sites. We encourage the users to be aware when they leave the site and to read the privacy statements of these sites.
5.2 You should evaluate the security and trustworthiness of any other site connected to this site or accessed through this site yourself, before disclosing any personal information to them. Ikara Social will not accept any responsibility for any loss or damage in whatever manner, howsoever caused, resulting from your disclosure to third parties of personal information.
6.1 You may link to the home page, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it, but you must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part where none exists.
6.2 You must not establish a link from any website that is not owned by you.
6.3 We reserve the right to withdraw linking permission without notice. The website from which you are linking must comply in all respects with the content standards set out in the acceptable use policy (clause 2.8).
6.4 If you wish to make any use of material on the site other than that set out above, please address your request to [email protected]
7.1 We are the owner or the licensee of all intellectual property rights in the site, and in the material published on it. Those works are protected by copyright laws and treaties around the world. All such rights are reserved.
7.2 You may print off one copy and may download extracts, of any page(s) from the site for your personal reference and you may draw the attention of others within your organisation to material posted on the site.
7.3 You must not modify the paper or digital copies of any materials you have printed off or downloaded in any way, and you must not use any illustrations, photographs, video or audio sequences or any graphics separately from any accompanying text.
7.4 Our status (and that of any identified contributors) as the authors of material on the site must always be acknowledged.
7.5 You must not use any part of the materials on the site for commercial purposes without obtaining a licence to do so from us or our licensors.
8.1 For the purposes of the Data Protection Act 1998, the Client shall be the data controller and Ikara Social is the data processor in respect of any Personal Data as defined in that Act.
8.2 Ikara Social shall process the Personal Data only in accordance with the Client’s instructions from time to time and shall not process the Personal Data for any purpose other than those expressly authorised by the Client.
8.3 Ikara Social warrants that, having regard to the state of technological development and the cost of implementing any measures, it will:
8.3.1 take appropriate technical and organisational measures against the unauthorised or unlawful processing of Personal Data and against the accidental loss or destruction of or damage to Personal Data to ensure a level of security appropriate to the harm that might result from such unauthorised or unlawful processing or accidental loss, destruction or damage; and the nature of the data to be protected, and
8.3.2 take reasonable steps to ensure compliance with those measures.
8.4 Ikara Social is reliant on the Client for direction as to the extent to which Ikara Social is entitled to use and process the Personal Data. Consequently, Ikara Social will not be liable for any claim brought by a data subject arising from any action or omission by Ikara Social, to the extent that such action or omission resulted directly from the Client’s instructions.
8.5 The Client shall be responsible for obtaining all consents from data subjects to the use of Personal Data in connection with the Services and shall process any Personal Data in compliance with all applicable laws, enactments, regulations, orders, standards and other similar instruments.
8.6 Ikara Social will receive all marketing Data in good faith and the Client assures Ikara Social that any and all Data supplied by the Client is in accordance with current regulations and that the Client is fully permitted to hold and contact that Data. Furthermore, that Ikara Social is expressly permitted to act as an Agent to the Client and hold the Data for the express use of that Client and to contact that Data on behalf of the Client via Ikara Social systems and software as prescribed by the marketing campaign or Quote issued.
9.1 Ikara Social reserves the right to update the Website and all of its content at any time, including editorial content, graphics, designs, downloads and materials (the “Content”). The Content featured on the Website may be out of date at any given time and we are under no obligation to update it.
9.2 Ikara Social reserves the right to change these Terms from time to time as it sees fit and your continued use of the site will signify your acceptance of any adjustment to these Terms. If there are any changes to the terms and conditions, we will announce that these changes have been made on key pages on the site. Any changes to the terms and conditions will be posted on the website 30 days prior to these changes taking place. You are therefore advised to re-read this statement on a regular basis.
10.1 Quotes are based on the Client’s current costs of production and, unless otherwise agreed, Ikara Social reserves the right to amend on or at any time after acceptance of a Quote on giving notice to meet any rise or all in such costs which is due to any factor beyond the Ikara Social’s control.
10.2 The Client has 30 days within which to accept the Quote from the Agency to provide the Services in accordance with these terms. For the avoidance of doubt, the current costs for any Contract shall be the costs indicated on the latest Quote (by date).
10.3 All prices quoted are dependant upon sight of relevant instructions, brief, copy, images, artwork and other such materials.
10.4 Third-party materials, such as imagery, used in the Materials may be subject to usage liabilities such as royalties and licence fees. Ikara Social shall procure such licences as necessary for the use of third party materials for use within the scope of the Quote. The Client should obtain written consent from Ikara Social for use of any part of the deliverables outside of the scope of the Quote.
10.5 Unless otherwise stated in the Quote, Ikara Social reserves the continuing right to use any deliverables it produces for the promotion of its services.
10.6 Ikara Social shall supply the Services to the Client in accordance with the specification in all material respects.
10.7 Ikara Social reserves the right to amend the Specification if necessary to comply with any applicable law or regulatory requirement, or if the amendment will not materially affect the nature or quality of the Services, and Ikara Social shall notify the Client in any such event.
11.1 The Client retains the ownership of all images, photography, customer information and content provided for marketing purposes.
11.2 The Client retains ownership of all URLs and social media URLs provided by the Client or registered on their behalf. If Ikara Social purchases a URL for the Client’s specific usage, the Client owns the URL and, if the URL is registered in the name of Ikara Social for administrative purposes, then at the termination of the agreement, Ikara Social will transfer the registration to the Client or their designee at the receipt of any outstanding balance.
11.3 Where works of advertising, photography, artwork or design have been commissioned, the parties agree that copyright and design rights in all work carried out are retained by Ikara Social. Where any such material has been supplied to the Client for its use, the parties agree it shall only be used for the purposes authorised by Ikara Social. Once Ikara Social has received payment in cleared funds, the Client shall have the non-exclusive right to use, reproduce and publish the work carried out by Ikara Social for the authorised purposes.
11.4 Ikara Social reserves the right to use Materials created for the Client for use in their portfolio/case studies/promotional activities, but cannot sell branded materials or organisationally specific written content to a new brand.
12.1 Any company/partner/sole trader that re-sells our services agrees to the following terms and conditions:
12.1.1 Ikara Social reserves the right to change prices for all services without the prior agreement of the re-seller.
12.1.2 Ikara Social will not be held liable if re-sellers lose money because of price fluctuations.
12.1.3 Ikara Social agrees to never approach our re-sellers customers under any circumstances.
12.1.4 Ikara Social reserves the right to reject re-selling any of the services available without having to justify the reasons for such rejections.
13.1 We may in our absolute discretion use agents and sub-contractors under our reasonable supervision for any or all work from time-to-time or in the entirety of the project. Any outsourced job remains the property/responsibility of Ikara Social and such services are deemed to be carried out ‘indirectly’ by Ikara Social.
13.2 We operate a flexible ‘home-working policy’, which means staff and contractors are free to work from either our office or their own location. You acknowledge and agree that we and our staff may work in this way when carrying out work for you.
14.1 No Contract shall come into existence unless Ikara Social accepts the Client’s order and acceptance will only have been made when made in writing by a director of Ikara Social.
14.2 These Terms of Business shall form the terms and conditions of the Contract between Ikara Social and the Client in every instance where the client is dealing as a business.
14.3 Unless otherwise agreed in writing by a director of Ikara Social these conditions shall override any terms or conditions proposed, stipulated, incorporated or referred to by the Client in its order or negotiations and the terms and conditions set out herein together with any special terms agreed in writing between Ikara Social and the Client constitute the full and complete agreement between the parties. A Contract to sell or supply services or goods shall be created only when either Ikara Social has accepted in writing an offer from the Client for the purchase by or supply to it of services or goods or the Client accepts a written quotation of Ikara Social in writing and such acceptance and Contract shall be subject to these conditions.
14.4 The Contract will come into force on the Effective Date and will continue in force indefinitely, unless and until terminated in accordance with Clause 14.
14.5 Ikara Social’s relationship with the Client will be that of an independent contractor, and nothing in this Agreement is intended to, or should be construed to, create a partnership, agency, joint venture, or employment relationship.
14.6 In any case where Ikara Social deems it necessary to act on an Agency basis for the fulfilment of its obligations under the Contract, it will fully inform the Client of all relevant facts necessary for the Client to make a decision as principal.
14.7 If the Client agrees that Ikara Social should act on an Agency Basis, the Client will be deemed to have empowered Ikara Social to act as its agent for the purposes of that transaction alone and the Client agrees to indemnify Ikara Social against any and all costs, expenses, penalties or expenditure of any nature in respect of any contract made on an Agency basis.
14.8 Any notice required to be given in writing under the Contract shall be given, where possible, by email and otherwise by first class post, addressed to the registered office of the party for which it is intended, or to such other address as may be notified in writing in accordance herewith for the purpose, and shall be deemed to have been received, in the case of a facsimile transmission, upon transmission and, in the case of a letter, forty-eight hours after posting. In proving service by letter, it shall be sufficient to show that the envelope containing the notice was properly addressed and stamped and duly posted.
14.9 No failure or delay on the part of Ikara Social to exercise any of its rights under the Contract shall operate as a waiver of nor shall any waiver by Ikara Social of any breach by the Client of any of its obligations under the Contract affect the rights of Ikara Social in the event of any further or continuing breach.
14.10 Neither party shall have any liability for any failure to perform or for any delay in the performance (other than as to payment) of any of its obligations under the Contract caused by any factor beyond its reasonable control.
14.11 Proofs of all work may be submitted for Client’s approval and Ikara Social shall incur no liability for any errors not corrected by the Client in proofs so submitted. The Client’s alterations and additional proofs necessitated thereby shall be charged at an extra cost.
14.12 When style, type or layout is left to Ikara Social’s judgement, any changes made by the Client shall be charged as extra items and shall be invoiced to the Client at Ikara Social’s then-current hourly rate.
14.13 If the Client fails to notify Ikara Social of any amendments, the Client shall be deemed to have checked and accepted the proof and Ikara Social shall have no liability in respect of claims, charges or variations subsequently necessitated.
14.14 Ikara Social will use reasonable endeavours to comply with any date or dates for the supply of the Services and/or the Materials, save that unless the Contract otherwise expressly provides, such date or dates shall constitute only statements of expectation and shall not be binding. Accordingly, the time of the supply of the Services or the Materials shall not be of the essence of the Contract and if Ikara Social fails to supply the Services or the Materials by any specified date, such failure shall not constitute a breach of the Contract and the Client shall not be entitled to treat the Contract as thereby repudiated or to rescind it or any related contract in whole or in part or claim compensation for such failure or for any consequential loss or damage resulting therefrom.
14.15 Should expedited delivery be agreed an extra charge may be made to the Client to cover any overtime or any other additional costs involved.
14.16 The Contract/Proposal may be signed by you and by us by way of electronic signature, as defined in section 7(2) of the Electronic Communications Act 2000.
14.17 Each and every obligation contained in these Conditions shall be treated as a separate obligation and shall be severally enforceable as such notwithstanding the non-enforce-ability of any other such obligation.
14.18 The clause headings in these terms and conditions are for convenience only and shall not in any way affect the interpretation of the Contract.
15.1 Payments accepted are – monthly recurring payments using a PayPal or Stripe Subscription service or one-off invoice payments. We reserve the right to charge an administration fee for recurring payments that are not processed in this manner. This fee is currently £20.00 + VAT per payment, though we reserve the right to vary this fee at any time.
15.2 One-off payments can be made by Paypal invoice, Stripe invoice, online bank transfer (ensuring you use the invoice number as a reference), or a one-off Direct Debit payment.
15.3 When you agree to become our Client, we will send you a copy of these Terms and a link to our payment system. We will not commence your project until initial payment has been made online AND we have received an email confirmation of your acceptance of our Terms.
15.4 Our invoices are issued only by e-mail and to the e-mail address, you specify upon signing up with us. It is your responsibility to ensure invoices are settled within our payment terms to enable us to continue service delivery.
15.5 Payments are due at the date they are invoiced and shall be made no later than seven (7) days from the invoice date and/or in accordance with the Direct Debit payment schedule agreed when you become our Client.
15.6 The Client shall pay Ikara Social for the Services and the Materials such sums at such times as specified in the Proposal, which shall include any revised charges for changes to the Contract.
15.7 We reserve the right to increase our monthly service fees by a sum that reflects reasonable increases in the costs we incur to deliver services to our Clients. We shall not increase costs any more than once in any twelve (12) month period, nor at all in the first year of your agreement with us. If we do this we will notify our Clients by e-mail and contact you to update your Direct Debit mandate with us where appropriate.
15.8 For some projects where a set-up fee is involved, we will agree with you on the Payment Terms for that set-up fee. This will be documented clearly on our Contract agreement e-mail and also upon your first invoice.
15.9 Where appropriate, and at our absolute discretion, we offer instalment payment options which can be spread over a period of up to eighteen (18) months, the payment schedule to be agreed between us prior to commencing work. This is also subject to payment by you of a minimum upfront instalment of a sum equal to thirty percent (30%) of the agreed total fee for the project.
15.10 Where we are asked to undertake custom or bespoke development or digital work, we may agree to invoice you on an hourly, weekly or monthly hire basis, as appropriate. For custom jobs, we appreciate you will need to understand how long the work is likely to take so that you can plan and budget accordingly, and so we will give you our best estimate on the time frame required to complete the work, however, we cannot be held to this as delays can occur due to changes in your specification. If you ask for changes or new features, or similar, or there is a delay in you providing us with feedback, the work can be delayed. If this happens, we will continue to periodically invoice you according to the agreed terms until such time as the work is completed or you cancel the job in accordance with clause 16 below.
15.11 All amounts payable by the Client under these Terms are exclusive of amounts in respect of Value Added Tax (‘VAT’) chargeable for the time being. Where any taxable supply for VAT purposes is made under these Terms by Ikara Social to the Client, the Client shall, on receipt of a valid VAT invoice from us, pay us such additional amounts in respect of VAT as are chargeable on the supply of the Services at the same time as payment is due for the supply of the Services.
15.12 You shall pay all amounts due under these Terms in full without any deduction or withholding except as required by law and you shall not be entitled to assert any credit, set-off or counterclaim against Ikara Social in order to justify withholding payment of any such amount in whole or in part. We may, without limiting our other rights or remedies, set off any amount you owe us against any amount payable by us to you.
15.13 Failure to provide us with information does not permit you to delay or cease payment unless specifically agreed with us. Unless otherwise agreed, you will continue to be invoiced each month until services are carried out according to the contract and will receive no refunds for a delay, where that delay is not within our control and is outside of what we consider fair and reasonable timescales for the delivery of the project.
15.14 Without limiting any other right or remedy of Ikara Social, if you fail to make any payment due to us under these Terms by the due date for payment, we reserve the right to charge late payment fees on overdue amounts, these fees are calculated at the following banded rates. These fees will accrue daily from the due date until payment is made:
15.14.1 For invoices up to £1,000 ex VAT – £3.30 per day
15.14.2 For invoices from £1,001 up to £2,500 ex VAT – £6.85 per day
15.14.3 For invoices from £2,501 up to £5,000 ex VAT – £13.70 per day
15.14.4 For invoices from £5,001 up to £10,000 ex VAT – £27.40 per day
15.14.5 For invoices above £10,000 ex VAT – 5% per day
15.15 If payment of invoices is not made when due, we reserve the right to terminate or suspend performance of the services provided under this contract, at our absolute discretion. This includes suspension and locking of all supplier accounts within our control until full payment is made and an on-going payment plan is agreed. If the payment plan is not adhered to, then we reserve the right to terminate your account(s).
15.16 We will also undertake legal proceedings to recover any outstanding debts.
15.16.1 All outstanding Payments (including those that accrue during debt recovery); and,
15.16.2 any other outgoings and expenses we have incurred in providing our Service, where these exceed the fees and costs that would otherwise be recoverable from you.
15.17 We reserve the right to retain all work, materials, account login details, intellectual property and any other items in our possession relating to any matter until all invoices are paid in full.
15.18 Any queries in respect of an invoice must be raised within 7 days of the date of the invoice. After this date, it will be deemed that the invoice has been accepted by you.
15.19 In the event of a suspension of performance Ikara Social shall be entitled, as a condition of resuming performance, to require pre-payment or such security as it may require.
15.20 Notwithstanding Ikara Social’s liability to cease any further work in accordance with clause 15.15 of these Terms, the Client shall not in any respect be released from its obligations to Ikara Social under any Contract.
16.1 Without prejudice to any rights and remedies available to it, Ikara Social shall be entitled, forthwith on written notice to the Client either to terminate the Contract wholly or in part and/or any other contract with the Client or to withhold performance of all or any of its obligations under the Contract and/or any other contract with the Client (and on the giving of such notice all Payments outstanding from the Client to Ikara Social shall become immediately due and payable) if:-
16.1.1 any sum owed to Ikara Social from the Client on any account whatsoever shall be unpaid after the due date for payment (in which event Ikara Social shall have a general lien for any such sum on all and any property of the Client in its possession);
16.1.2 the Client shall commit or be subject to any Act of Insolvency;
16.1.3 the Client shall commit any breach of any contract (including without limitation the Contract) with Ikara Social.
16.2 If you would like to terminate your contract with us pursuant to these Terms, you are required to give us a minimum of thirty (30) days’ notice, in writing by either e-mail to [email protected] or letter addressed to the Managing Director at our registered office address. A termination letter must be sent to us by signed-for post or special delivery and you must be able to provide evidence of this on request. A termination e-mail should come from an e-mail address you have previously registered/used when contacting us, and you must request and obtain from us an automated or non-automated receipt, and be able to produce this on request, as confirmation of delivery.
16.3 Any invoices that are issued or due to be issued within the notice period shall still be valid and due for payment in the normal way. We will confirm the date upon which we will cease your Services upon receipt of your written notice to us.
16.4 Should the Client not require any work to be undertaken during the notice period, the fee for that period is still payable to Ikara Social.
16.5 Ikara Social shall not be liable for any loss, damage or delay which arises as a result of the termination of the contract between Ikara Social and the Client, or for compliance with relevant statutory or regulatory requirements.
17.1 We do not offer refunds on services that have already been commenced (and for the avoidance of doubt, ‘commenced’ shall include any initial planning sessions, campaign strategy meetings, conferences or telephone meetings and similar). If you have paid for an item in advance and then later wish to cancel the delivery of that service before it is delivered, and assuming we have not expended any extra time on this work, we will consider an application for a refund in a fair and reasonable manner. Where a refund is agreed upon, we will also endeavour to deliver a refund to you within a reasonable time-frame.
17.2 Any refunds we may agree to pay will be less any costs or administration charges we may incur during the process (including, but not limited to, PayPal payment fees, direct debit processing fees and/or other bank charges).
18.1 The Client warrants that any marketing list (including any email marketing list) provided by or on behalf of the Client to Ikara Social in connection with the Contract will have been collected and collated in accordance with all applicable laws and regulations and that the use of any such list by Ikara Social for the purposes of the Services and in accordance with the instructions of the Client:
18.1.1 will not breach any applicable laws (including the Data Protection Act 1998 and the Privacy and Electronic Communications (EC Directive) Regulations 2003);
18.1.2 will not infringe any person’s legal rights; and
18.1.3 will not give rise to any cause of action in any jurisdiction, whether against Ikara Social, the Client, or any other person.
18.4 The Client shall be responsible to Ikara Social for ensuring the accuracy and sufficiency of its order (including of any applicable specification and/or sample) including, in particular, the information contained in any Input Material.
18.5 Where samples are to be supplied by Ikara Social, the Client shall as soon as reasonably practicable and in any event within 7 days after receipt of the same notify Ikara Social that the samples are in all respects satisfactory or of any respect in which the samples are not satisfactory. In default of such notification, Ikara Social shall be entitled but not bound to proceed with the remainder of the Contract in accordance with the sample.
18.6 The property and any copyright or other intellectual property rights in any Input Material shall belong to the Client and in any Output Material shall, unless otherwise agreed in writing between the Client and Ikara Social, belong to Ikara Social, but the Client shall be entitled to use the Output Material for the purposes of utilising the Services by way of a non-exclusive licence, subject to payment in full of all sums payable under the Contract.
18.7 Any Input Material or other information provided by the Client which is so designated by the Client and any Output Material shall be kept confidential by Ikara Social and all Output Material or other information provided by Ikara Social which is so designated by Ikara Social shall be kept confidential by the Client; but the foregoing shall not apply to any documents or other materials, data or other information which are public knowledge at the time when they are so provided by either party and shall cease to apply if at any future time they become public knowledge through no fault of the other party.
18.8 Ikara Social shall only be obliged to carry out Services during the hours of 10.00 am to 6.00 pm from Monday to Friday normal working hours and shall be entitled to charge for any overtime worked upon request by the Client.
18.9 The Client will provide to Ikara Social:
18.9.1 the ability to access and make changes to the existing website (if necessary);
18.9.2 assistance in determining appropriate keywords and keyword phrases which should be targeted using the Services agreed;
18.9.3 direct access to analytical data concerning the Website, such as data concerning referral sources, visitor activity, website usage, conversion rates, and similar data; and
18.9.4 all other co-operation, information, and documentation reasonably required by Ikara Social for the provision of the Services.
18.10 Ikara Social cannot be on the Clients’ premises daily or know information that is going on within the company that is new, interesting or relevant for social media writing and strategy. Therefore the Client agrees to:
18.10.1 email Ikara Social with new content information as soon as possible;
18.10.2 communicate clearly on deadlines with at least 48 hours notice of a deadline change;
18.10.3 request in person or phone meetings no less than 72 hours in advance.
18.11 Where Ikara Social reasonably suspects that there has been a breach of the provisions of this Clause 20, Ikara Social may suspend any or all of the Services and/or the Client’s access to any or all Services while it investigates the matter.
18.12 Any breach by the Client of this Clause 18 will be deemed to be a material breach of the Agreement.
18.13 The Client hereby indemnifies and undertakes to keep indemnified Ikara Social against any and all liabilities, damages, losses, expenses and costs (including legal expenses and amounts paid in settlement of any claim or legal action) arising, directly or indirectly, out of any breach, or alleged breach, by the Client of this Clause 18.
19.1 The Client warrants to Ikara Social that it has the legal right and authority to enter into and perform its obligations under the Contract.
19.2 Ikara Social warrants to the Client:
19.2.1 that it has the legal right and authority to enter into and perform its obligations under the Contract;
19.2.3 that it will perform its obligations under the Contract with reasonable care and skill.
19.3 The Client acknowledges that:
19.3.1 it will require optimisation in some instances taking 2-3 months for the Services to have any significant effects upon the number of new sales or leads the Services to generate.
19.3.2 lead generation is an ongoing task and, should the Client terminate the Contract and/or stop running an Ikara Social Service, that would be likely to have a negative impact upon the effects of the sales and leads generated;
19.3.3 Ikara Social will not be responsible for any alterations to Services landing pages made by the Client or any third party that reverse or otherwise affect changes made to the account by Ikara Social as part of the Services;
19.3.4 Where Ikara Social indicates specific targets that it will attempt to meet through the provision of the Services, such targets are not warranted and a failure to meet such targets will not be a breach of the Contract.
19.4 For PR and/or social media projects; the timing and placement of your content on third-party and media sites cannot be guaranteed. Therefore, the performance of the project will be judged against the agreed plan of activities to create and place content, (as well as our knowledge of the journalists and influencers in each sector).
19.5 We will provide estimates of the likely hit rate from the planned activities and then report on the actual amount of content placed and the engagement with the published content (regarding audience reach, social shares, click-throughs and traffic to your site, links generated etc.). If applicable, we will also determine the commercial value and ROI of the coverage (as compared to buying the equivalent media space through advertising).
19.6 Whilst Ikara Social undertakes to deliver a high level of performance, Ikara Social does not make any guarantee, implied or otherwise, that sales, subscriptions, appointments or other such economic activity will arise from the Services delivered.
20.1 Ikara Social will:
20.1.1 keep confidential and not disclose the Client Confidential Information to any person save as expressly permitted by this Clause 20; and
20.1.2 protect the Client Confidential Information against unauthorised disclosure by using the same degree of care as it takes to preserve and safeguard its own confidential information of a similar nature, being at least a reasonable degree of care.
20.2 The Client will:
20.2.1 keep confidential and not disclose Ikara Social Confidential Information to any person save as expressly permitted by this Clause 20; and
20.2.2 protect Ikara Social Confidential Information against unauthorised disclosure by using the same degree of care as it takes to preserve and safeguard its own confidential information of a similar nature, being at least a reasonable degree of care.
20.3 Confidential Information of a party may be disclosed by the other party to that other party’s officers, employees, agents, insurers and professional advisers, provided that the recipient is bound in writing to maintain the confidentiality of the Confidential Information disclosed.
20.4 The obligations set out in this Clause 20 shall not apply to:
20.4.1 Confidential Information that is publicly known (other than through a breach of an obligation of confidence);
20.4.2 Client Confidential Information that is in possession of the Provider prior to disclosure by the Customer, and Provider Confidential Information that is in possession of the Customer prior to disclosure by the Provider; or
20.4.3 Customer Confidential Information that is received by Ikara Social, and Ikara Social Confidential Information that is received by the Client, from an independent third party who has a right to disclose the relevant Confidential Information.
20.5 Nothing in the Contract shall restrict a party from making any disclosure of Confidential Information that is:
20.5.1 required by law; or
20.5.2 required by a governmental authority, stock exchange or regulatory body, provided that the party subject to such disclosure requirement must where permitted by law give to the other party prompt written notice of the disclosure requirement.
21.1 Ikara Social including its suppliers or other third parties mentioned on the website, will not be liable for any damages whatsoever (including, without limitation, those resulting from lost profits, lost data or business interruption) arising out of the use, inability to use, or the results of the use of the work included.
21.2 All work that is signed off by the Client is considered approved. Any amendments made after the work has been signed off will be open to charges at the rates agreed in writing. Ikara Social will not be held accountable for errors or misrepresentations following approval by the aforementioned.
21.3 Nothing in the Agreement will:
21.3.1 limit or exclude the liability of a party for death or personal injury resulting from negligence;
21.3.2 limit or exclude the liability of a party for fraud or fraudulent misrepresentation by that party;
21.3.3 limit any liability of a party in any way that is not permitted under applicable law, or
21.3.4 exclude any liability of a party that may not be excluded under applicable law.
21.4 The limitations and exclusions of liability set out in this Clause 21 and elsewhere in the Contract:
21.4.1 are subject to Clause 21.3;
21.4.2 govern all liabilities arising under the Agreement or any collateral contract or in relation to the subject matter of the Agreement or any collateral contract, including liabilities arising in contract, in tort (including negligence) and for breach of statutory duty; and
21.4.3 will limit and exclude the liability of the parties under the express indemnities set out the Contract.
21.5 Neither party will be liable in respect of any loss of profits, income, revenue, use, production or anticipated savings.
21.6 Neither party will be liable for any loss of business, contracts or commercial opportunities.
21.7 Neither party will be liable for any loss of or damage to goodwill or reputation.
21.8 Neither party will be liable in respect of any loss or corruption of any data, database or software.
21.9 Neither party will be liable in respect of any special, indirect or consequential loss or damage.
21.10 Neither party will be liable for any losses arising out of a Force Majeure Event.
21.11 Neither party’s liability in relation to any event or series of related events will exceed the greater of:
21.11.1 £100.00; and
21.11.2 the total amount paid and payable by the Client to Ikara Social under the Contract during the month period immediately preceding the event or events giving rise to the claim.
21.12 Neither party’s aggregate liability under the Agreement will exceed the greater of:
21.12.1 £100.00; and
21.12.2 the total amount paid and payable by the Client to the Ikara Social under the Contract.
21.13 Should any limitation of Ikara Social’s liability contained herein be held to be invalid under any applicable statute or rule of law it shall to that extent only be deemed omitted but if Ikara Social thereby becomes liable for loss or damage such liability shall be subject to all other relevant limitations herein contained.
22.1 As we operate from different locations, we will communicate with you and update you on the progress of your project via our portal, email or some other alternative project management and collaboration tool that we (in our sole discretion) will select. We will not be obliged to communicate with you using any other method. We shall not be held liable for any losses you sustain as a result of any inability on your part to use the collaboration tool selected by us.
22.2 We reserve the right to change the mode of communication due to business reasons, in which case we will provide you with reasonable notice.
22.3 We expect you to respond to all reasonable requests for information that is necessary for the effective progress needed for your project, within seven (7) working days of a request, unless expressly agreed by both parties beforehand.
22.4 In the event that we do not hear from you and/or you do not respond in a satisfactory manner to our requests, as per clause 22.3 above, then the following will apply:
22.4.1 if we are able to complete the work on your project to a reasonably satisfactory standard without your further input, we will continue to undertake the work as per your original brief or instructions (which will include attempting to update you on progress and seek your comments and feedback at the agreed intervals); or,
22.4.2 if we consider that we are unable to complete the work to a satisfactory standard without your further input, we will follow the procedure set out below:
126.96.36.199 we will send you written notice by signed-for post that we require further input from you. This notice will allow you up to a further thirty (30) days in which to respond (the exact deadline to be decided at our absolute discretion);
188.8.131.52 should you not respond satisfactorily, or at all, to this notice, we will send you a further written notice by signed-for post, allowing you a further fourteen (14) days in which to respond;
184.108.40.206 should you not respond satisfactorily, or at all, to this second notice, we will send you a final written notice by signed-for post, allowing you a further seven (7) days in which to respond; and,
220.127.116.11 should you not respond satisfactorily, or at all, to our final notice, we will then have the right to terminate your contract with us with immediate effect and to end the provision of our Services to you, in which case the provisions of clause 16 will apply as if you had terminated the Contract; and,
22.4.3 we reserve the right to vary the format of any monthly reports we send to you at our sole discretion and without notice.
22.4.4 We reserve the right to charge you our reasonable fees for any additional work we undertake pursuant to the procedures in this clause 22.4 (including, among other things, the cost to us of sending you the relevant written notices).
23.1 The parties shall attempt to resolve any disagreement, dispute or controversy arising out of or relating to this contract through informal negotiation, between the principals of the parties who have authority to settle the same.
23.2 If the matter is not resolved by negotiation within thirty (30) days of receipt of a written ‘invitation to negotiate’, the parties will hold a dispute resolution meeting at an agreed location in a good faith effort to resolve the matter.
23.3 If the matter is still not resolved within a further thirty (30) days of the meeting in clause 23.2 above, then the parties will attempt to resolve the dispute in good faith through an agreed non-binding form of Alternative Dispute Resolution (ADR), or in default of agreement, through a non-binding ADR procedure as recommended to the parties by the President or the Vice President, for the time being, of the Chartered Institute of Arbitrators.
23.4 If the matter has not been resolved by a non-binding ADR procedure within sixty (60) days of the initiation of that procedure, or if any party will not participate in an ADR procedure, the dispute may be referred to arbitration by any party, the outcome of which shall be binding (save in the case of manifest error).
23.5 Should the parties be unable to agree on an arbitrator or arbitrators, or be unable to agree on the Rules for Arbitration, then clause 23.4 above shall not apply.
23.6 Nothing in this clause shall be construed as prohibiting:
23.6.1 a party or its Affiliate from applying to a court for interim injunctive relief; and,
23.6.2 the use of litigation for the recovery of fees owed to us by you, which we may pursue without recourse to the dispute resolution procedure in this clause 23.
24.1 The Client acknowledges that the Third-Party Services will be governed by that third parties’ terms and conditions and that Ikara Social cannot provide any warranties in respect of the Third-Party’s Services and will not be liable to the Client for any delays and/or failings in respect of the same. Providers of Third-Party Services may provide their own warranties to the Client and the Client must satisfy itself whether or not such warranties (where given) are acceptable for the Client’s business purposes or risk management policies.
24.2 Third-party media expenses may be incurred as part of a marketing mix, planned and agreed upon before contracts are signed and itemised within your Proposal. These third-party expenses include, but are not limited to; influencer fees, photography, design services etc.
24.2.1 Costs and budget will be pre-agreed by both parties. Ikara Social will invoice for all third-party costs in advance of the project and will hold funds in a dedicated account for the lifetime of the account. Any remaining funds retained on completion of the Contract will be reimbursed to the Client.
24.2.2 You may be charged for other third-party tools. These include but are not limited to; call tracking, reporting, ad management tools etc.
24.2.3 All specialised third-party tools required above those used for daily management will be itemised within your Proposal and agreed upon in advance.
24.2.4 All third-party software systems and utilities including any Open Source products such as Magento or WordPress, etc., used to provide your solution remain the property of their respective owners and creators and as such are subject to their own licensing and intellectual property terms & conditions to which you must fully agree.
24.3 You will indemnify Ikara Social in full in respect of any third-party expenses suffered or incurred by Ikara Social pursuant to your instructions. The Client acknowledges that certain services may involve the licensing of third-party intellectual property rights and that the Client may from time to time be required to enter into a licence directly with such a third-party. The Client hereby acknowledges that certain Services rely upon goods and/or services being provided by third parties (‘Third-Party Services’).
25.1 Neither party shall be liable to the other for any failure to perform any obligation under any Contract which is due to an event beyond the control of such party including but not limited to any Act of God, terrorism, war, Political insurgence, insurrection, riot, civil unrest, an act of civil or military authority, uprising, earthquake, flood or any other natural or man-made eventuality outside of our control, which causes the termination of an agreement or contract entered into, nor which could have been reasonably foreseen. Any Party affected by such event shall forthwith inform the other Party of the same and shall use all reasonable endeavours to comply with the terms and conditions of any Contract contained herein.
26.1 Governing law means which country’s rule of interpretation and legal remedies applies in case of any dispute arising out of the contract.
26.2 Jurisdiction means the place where your dispute will be heard.
26.3 This Agreement (Contract) shall be governed by the laws of Britain and the British court in respect of any dispute or difference between the Client and Ikara Social arising out of this Agreement (Contract).
27.1 The Client agrees that he will have no remedy in respect of any untrue statement made to him upon which he relied in entering into these terms of business and that his only remedies will be for breach of contract. The Client irrevocably and unconditionally waives any right it may have to claim damages for any misrepresentation, whether or not contained in these terms of business, or breach of any warranty not contained in this agreement (unless such misrepresentational warranty was made fraudulently) and/or to rescind these terms of business.
27.4 This Contract is all-inclusive, however, if there is a verbal or written agreement that exists between the two parties stated in this Contract, they will be reviewed separately. By agreeing to this Contract in writing via letter or email you agree that you fully understand this contract, you are legally competent and authorised to enter into the Contract and you agree to this Contract on your ‘own free will’ without any undue influence, misrepresentation of facts or by mistake. You also represent and warrant to Ikara Social that you have no interest or obligation which is inconsistent with or in conflict with this Contract or which would prevent, limit or impair Ikara Social’s performance of any part of this Agreement. You agree to notify Ikara Social immediately if any such interest or obligation arises.