TERMS OF BUSINESS 

 

FOR SUPPLY OF SERVICES BY FRESHBAT LTD FOR MARKETING CONSULTANCY (MARKETING STRATEGY IN A DAY, GTM CLARITY WORKSHOP) 

 

SCOPE OF WORK AND QUOTE 

 

The proposal provided by Freshbat Limited to the Customer outlines the description and detail of the Services and/or Deliverables to be provided by Freshbat Limited in accordance with these Terms and Conditions. In Summary the agreed services provided by Freshbat include: 

• Strategic marketing consultancy 

• 1 x live workshop 

• Go-to-market strategy document creation 

 

DEFINITIONS 

 

In this document, the following words shall have the following meanings: 

 

•   “Agreement” means these Terms and Conditions together with the terms of any applicable Service Specification. 
•   “Customer” means the organisation or person who purchases services from the Supplier. 
•   “Intellectual Property Rights” means all patents, registered and unregistered designs, copyright, trademarks, know-how, and all other forms of intellectual property wherever in the world enforceable. 
•   “Customer Materials” all documents, data, information, social media platforms and access details, and all other media items and materials in any form, whether owned by the Customer or a third party, which are provided by the Customer to Freshbat in connection with the Services. 
•   “Service Specification” means a statement of work, quotation or other similar document describing the services to be provided by the Supplier. 
•   “Supplier” means Freshbat Ltd. 
•   “Duration” means the length of time services will be provided from the date of the initial kick-off session. 
•   “Business Day” means a day, other than a Saturday, Sunday or public holiday in England, when banks in London are open for business. 

 

 

1. GENERAL TERMS AND CONDITIONS 

 

1.1 VAT is payable on all our invoices for customers based in the UK. All invoices payable by the Customer under this Agreement shall be paid in full without any set-off, counterclaim, deduction or withholding. 

 

1.2 The Term and right to terminate the contract shall be dependent on the selected type of Services as outlined in your Service Specification: 

 

1.2.1 Retainer Services: Such retainer contracts shall run for an initial six (6) month period as stipulated within the Service Specification. Thereafter, the contract shall continue on a rolling basis whereby either party shall be entitled to provide notice to the other. Either party may terminate the Retainer Services by providing three months’ written notice, with termination taking effect on the final day of the third calendar month following service of the notice. 

 

1.2.2 Phased Services: The contract shall commence on the date they are signed and continue in accordance with the Service Specification unless terminated earlier in accordance with clauses 3.3 (Early Cancellation) or clause 8 (Termination). 

 

1.2.3 Development Services: The contract shall commence on the date they are signed and continue in accordance with the Service Specification unless terminated earlier in accordance with clause 8 (Termination). 

 

1.3 Notice to terminate the Agreement as detailed above in clause 1.2 will only be effective when there are no outstanding and unpaid invoices. Both parties agree that in relation to any training booked (regardless of which type of service such training is booked under), all invoices must be paid in full before the agreed training date. In the event of a proposed cancellation of a contract for Phased Services and/or Development Services within two weeks of the agreed start date by the client for any reason, 50% of the fees relating to the relevant Service Specification and booking shall become immediately payable. 

     1.3.1 In the event an invoice is older than 14 days (unless otherwise agreed), it  is              deemed to be accepted and undisputed. The parties agree that: 

 

1.4 Development Services: Unless otherwise stated within the Service Specification, we will invoice 25% of the total amount due in advance of the work commencing, with three further payments (25% each) due at pre-determined dates spread throughout the project and as stipulated within the Service Specification. 

 

1.4.2 Phased Services: Unless otherwise stated within the Service Specification, we will invoice 50% of the total amount due in advance of the work commencing, with one final payment due at the completion of the project and as stipulated within the Service Specification. 

 

1.5 These Terms and Conditions shall apply to all contracts for the supply of services by the Supplier to the Customer. 

 

1.6 Before the commencement of the services, the Supplier shall submit to the Customer a Service Specification which shall specify the services to be performed and the fees payable. The Customer shall notify the Supplier immediately if the Customer does not agree with the contents of the Service Specification. All Service Specifications shall be subject to these Terms and Conditions. 

 

1.7 Included within all our agreements is a proportion of time allowance allocated to project management to conduct planning, organisation, reporting and project-related meetings, telephone calls and emails. 

 

1.8 The Supplier shall use all reasonable endeavours to complete the services within estimated timeframes, but time shall not be of the essence in the performance of any services. As a results-driven business, we reserve the right to prioritise the activities that will generate the best results for your business. This may mean that we deviate from our strategic or original plan, as outlined in this document, in order to deliver work that maximises your return on investment. 

 

2. FEES AND PAYMENT 

 

2.1 The fees for the performance of the services are as set out in the Service Specification. The Supplier shall invoice the Customer for the services monthly or upfront as agreed. 

 

2.2 Invoiced amounts shall be due and payable within 14 days of receipt of the invoice. 

2.3 Where an invoice has not been paid for 7 days past the stated due date, all services will be paused until payment has been received. 

 

2.4 The Supplier shall be entitled to charge interest on overdue invoices from the date when payment becomes due from day to day until the date of payment at a rate of 8% per annum above the base rate of the Bank of England. In the event that the Customer’s procedures require that an invoice be submitted against a purchase order to payment, the Customer shall be responsible for issuing such purchase order before the services are rendered. 

 

2.5 We will implement an annual price increase on all our Services and base fees detailed in any Service Specification, based on the percentage increase in the Retail Price Index (RPI) published by the Office for National Statistics in January of each calendar year compared with the preceding 12-month period. We will give 14 days’ written notice of the increase which will take effect immediately after January of each year comparative to the previous January and use the most recently published RPI figure and such notified increased charges shall then apply in relation to the continued provision of the Services. 

 

2.6 Quotations and Service Specifications are valid for a period of 30 (thirty) days. Freshbat reserves the right to alter a quotation and/or any Service Specifications after the expiry of 30 (thirty) days. 

 

3. CUSTOMER’S OBLIGATIONS 

 

3.1 To enable the Supplier to perform its obligations under this Agreement, the Customer shall: 

 

3.1.1 Co-operate and collaborate with the Supplier and provide the Supplier with any information reasonably required and necessary to complete work under the engagement. 

 

3.1.2 Obtain all necessary permissions and consents which may be required before the commencement of the services. 

 

3.1.3 Comply with such other requirements as may be set out in the Service Specification or otherwise agreed between the parties. 

 

3.1.4 Provide notice of queries or unsatisfactory service delivery within 7 days of receiving that month’s invoice to enable sufficient time to rectify any issues. 

 

3.2 The Customer shall be liable to compensate the Supplier for any expenses incurred by the Supplier as a result of the Customer’s failure to comply with Clause 3.1. 

 

3.3 The Customer must have a regularly updated backup of the website which can be used in case of emergencies, such as server failure or hacking. If you do not have a backup currently, we can help you to protect your website. We strongly advise clients to keep their content management system up to date to ensure that the relevant security patches are installed. 

 

3.4 Without prejudice to any other rights to which the Supplier may be entitled, in the event that the Customer unlawfully terminates or cancels the services agreed to in the Service Specification, the Customer shall be required to pay the Supplier as agreed damages and not as a penalty the full amount of any third-party costs to which the Supplier has committed and in respect of cancellations on less than five working days’ written notice the full amount of the services contracted for as set out in the Service Specification, and the Customer agrees this is a genuine pre-estimate of the Supplier’s losses in such a case. For the avoidance of doubt, the Customer’s failure to comply with any obligations under Clause 3.1 shall be deemed to be a cancellation of the services and subject to the payment of the damages set out in this Clause. 

 

3.5 In the event that the Customer or any third party, not being a sub-contractor of the Supplier, shall omit or commit anything which prevents or delays the Supplier from undertaking or complying with any of its obligations under this Agreement, then the Supplier shall notify the Customer as soon as possible and: 

 

3.5.1 The Supplier shall have no liability in respect of any delay to the completion of any project. 

 

3.5.2 If applicable, the timetable for the project will be modified accordingly. 

 

3.5.3 The Supplier shall notify the Customer at the same time if it intends to make any claim for additional costs. 

 

3.6 It is the Customer’s responsibility, as defined under GDPR guidelines, to ensure that they meet their obligations and compliance. By accepting these terms, it is acknowledged that all data provided to Freshbat is accurate, up-to-date and relevant. Any changes or amendments are the responsibility of the Customer. 

 

4. ALTERATIONS TO THE SERVICE SPECIFICATION 

 

4.1 The parties may at any time mutually agree upon and execute new Service Specifications. Any alterations in the scope of services to be provided under this Agreement shall be set out in the Service Specification, which shall reflect the changed services, fees, and any other terms agreed between the parties. 

 

4.2 The Customer may at any time request alterations to the Service Specification by notice in writing to the Supplier. On receipt of the request for alterations, the Supplier shall, within 5 working days or such other period as may be agreed between the parties, advise the Customer by notice in writing of the effect of such alterations, if any, on the fees and any other terms already agreed between the parties. 

 

4.3 Where the Supplier gives written notice to the Customer agreeing to perform any alterations on terms different to those already agreed between the parties, the Customer shall, within 5 working days of receipt of such notice or such other period as may be agreed between the parties, advise the Supplier by notice in writing whether or not it wishes the alterations to proceed. 

 

4.4 Where the Supplier gives written notice to the Customer agreeing to perform alterations on terms different to those already agreed between the parties, and the Customer confirms in writing that it wishes the alterations to proceed on those terms, the Service Specification shall be amended to reflect such alterations and thereafter the Supplier shall perform this Agreement upon the basis of such amended terms. 

 

5. WARRANTY 

 

5.1 The Supplier warrants that the services performed under this Agreement shall be performed using reasonable skill and care, and of a quality conforming to generally accepted industry standards and practices. 

 

5.2 Without prejudice to Clause 5.1, and except as expressly stated in this Agreement, all warranties whether express or implied, by operation of law or otherwise, are hereby excluded in relation to the services to be provided by the Supplier. 

 

6. INDEMNIFICATION 

 

The Customer shall indemnify the Supplier against all claims, costs and expenses which the Supplier may incur and which arise, directly or indirectly, from the Customer’s breach of any of its obligations under this Agreement, including any claims brought against the Supplier alleging that any services provided by the Supplier in accordance with the Service Specification infringe a patent, copyright, trade secret, or other similar rights of a third party. 

 

7. LIMITATION OF LIABILITY 

 

7.1 Except in respect of death or personal injury due to negligence for which no limit applies, the entire liability of the Supplier to the Customer in respect of any claim whatsoever or breach of this Agreement, whether or not arising out of negligence, shall be limited to the fees paid by the Customer to which the claim relates. 

 

7.2 In no event shall the Supplier be liable to the Customer for any loss of business, loss of opportunity or loss of profits, or for any other indirect or consequential loss or damage whatsoever. This shall apply even where such a loss was reasonably foreseeable or the Supplier had been made aware of the possibility of the Customer incurring such a loss. 

 

7.3 Nothing in these Terms and Conditions shall exclude or limit the Supplier’s liability for death or personal injury resulting from the Supplier’s negligence or that of its employees, agents or sub-contractors. 

 

8. FORCED TERMINATION 

 

Either party may terminate this Agreement forthwith by notice in writing to the other by giving 3 months' notice in writing or if: 

 

8.1 The other party commits a material breach of this Agreement and, in the case of a breach capable of being remedied, fails to remedy it within 30 calendar days of being given written notice from the other party to do so. 

 

8.2 The other party commits a material breach of this Agreement which cannot be remedied under any circumstances. 

 

8.3 The other party passes a resolution for winding up (other than for the purpose of solvent amalgamation or reconstruction), or a court of competent jurisdiction makes an order to that effect. 

 

8.4 The other party ceases to carry on its business or substantially the whole of its business. 

 

8.5 The other party is declared insolvent or convenes a meeting of or makes or proposes to make any arrangement or composition with its creditors; or a liquidator, receiver, administrative receiver, manager, trustee or similar officer is appointed over any of its assets. 

 

8.6 the Customer (or any employee, subcontractor or member of the Customer) is rude, inappropriate, or undertakes behaviour during the term of this Agreement that Freshbat deems, acting reasonably, to be unacceptable. 

 

9. INTELLECTUAL PROPERTY RIGHTS 

 

All Intellectual Property Rights produced from or arising as a result of the performance of this Agreement shall, so far as not already vested, become the absolute property of the Supplier, and the Customer shall do all that is reasonably necessary to ensure that such rights vest in the Supplier by the execution of appropriate instruments or the making of agreements with third parties. 

 

10. CUSTOMER GDPR 

 

To fully comply with GDPR, you may wish to include a Cookies opt-in feature on your website where user data is being captured through Google Analytics. This could detrimentally affect the ability to effectively and accurately track website visitors. However, this legislation is open to interpretation and many companies instead prefer to adopt an opt-out approach. Freshbat does not advise or support on this matter under the Services and you should seek independent legal advice on this matter. 

 

11. FORCE MAJEURE 

 

Neither party shall be liable for any delay or failure to perform any of its obligations if the delay or failure results from events or circumstances outside its reasonable control, including but not limited to acts of God, strikes, lockouts, accidents, war, fire, the act or omission of government, highway authorities, or any telecommunications carrier, operator or administration or other competent authority, or the delay or failure in manufacture, production, or supply by third parties of equipment or services, and the party shall be entitled to a reasonable extension of its obligations after notifying the other party of the nature and extent of such events. 

 

12. INDEPENDENT CONTRACTORS 

 

The Supplier and the Customer are contractors independent of each other, and neither has the authority to bind the other to any third party or act in any way as the representative of the other unless otherwise expressly agreed to in writing by both parties. The Supplier may, in addition to its own employees, engage sub-contractors to provide all or part of the services being provided to the Customer, and such engagement shall not relieve the Supplier of its obligations under this Agreement. 

 

13. RESTRICTIONS 

 

13.1 Freshbat’s staff are our most valuable asset. Accordingly, the Customer shall not, without the prior written consent of Freshbat, at any time from the date of this Agreement to the expiry of 12 calendar months after the termination, completion or expiry of this Agreement, solicit or entice away from Freshbat or employ or attempt to employ any person who is, or has been, engaged as an employee, consultant or subcontractor of Freshbat in the provision of the Services. 

 

13.2 Any consent given by Freshbat in accordance with clause 13.1 shall be subject to the Customer paying Freshbat a sum equivalent to 20% of the then-current annual remuneration of Freshbat’s employee, consultant or subcontractor or, if higher, 20% of the annual remuneration to be paid by the Customer to that employee, consultant or subcontractor. 

 

14. ASSIGNMENT 

 

The Customer shall not be entitled to assign its rights or obligations or delegate its duties under this Agreement without the prior written consent of the Supplier. 

 

15. SEVERABILITY 

 

If any provision of this Agreement is held invalid, illegal or unenforceable for any reason by any Court of competent jurisdiction, such provision shall be severed, and the remainder of the provisions herein shall continue in full force and effect as if this Agreement had been agreed with the invalid, illegal, or unenforceable provision eliminated. 

 

16. WAIVER 

 

The failure by either party to enforce at any time or for any period any one or more of the Terms and Conditions herein shall not be a waiver of them or of the right at any time subsequently to enforce all Terms and Conditions of this Agreement. 

 

17. NOTICES 

 

Any notice to be given by either party to the other may be served by email, fax, personal service or by post to the address of the other party given in the Service Specification or such other address as such party may from time to time have communicated to the other in writing, and if sent by email shall, unless the contrary is proved, be deemed to be received on the day it was sent, if sent by fax shall be deemed to be served on receipt of an error-free transmission report, if given by letter shall be deemed to have been served at the time at which the letter was delivered personally, or if sent by post shall be deemed to have been delivered in the ordinary course of post. 

 

18. ENTIRE AGREEMENT 

 

This Agreement contains the entire agreement between the parties relating to the subject matter and supersedes any previous agreements, arrangements, undertakings, or proposals, oral or written. Unless expressly provided elsewhere in this Agreement, this Agreement may be varied only by a document signed by both parties. 

 

19. NO THIRD PARTIES 

 

Nothing in this Agreement is intended to, nor shall it confer any rights on a third party. 

 

20. GOVERNING LAW AND JURISDICTION 

 

This Agreement shall be governed by and construed in accordance with the law of England, and the parties hereby submit to the exclusive jurisdiction of the English courts. 

 

HOW WE USE YOUR PERSONAL DATA 

 

We ask you for your business details and contact details (email address, phone number) so that we can provide the services you have requested and to maintain our records. We may share your details with other Freshbat associates and marketing suppliers to support the delivery of your project. 

  

ACCEPTANCE 

 

The client by booking and paying for a workshop verifies that these Terms and Conditions are acceptable. The parties hereto are each acting with proper authority by their respective companies.