1. Terms Or Conditions...!!
2. Term: commencement of term; end of term; each contract distinct.
3. Social Media Marketing Services: obligation to provide social media marketing services; compliance with social media terms and conditions; no performance guarantees for social media marketing services.
4. Client obligations: general second party obligations; Client web marketing obligations; web marketing resources consequences.
5. Client Materials: supply of second party materials; licence of Client materials; warranties relating to second party materials.
6. Client Websites: access to Client websites; restrictions on changes to Client websites; Client websites legality.
7. Online Accounts: Provider online accounts; Client online accounts; new online accounts; online accounts: parties may agree derogations from defaults.
8. Client Trade Marks: provision of trade marks; licence to use customer trade marks; trade mark style guide; standard of use of trade marks; prohibition on actions liable to damage trade marks; goodwill in trade marks; specific request to cease use of trade marks; warranty of trade marks non-infringement; no implied rights to trade marks; trade marks upon termination.
9. Intellectual Property Rights: assignment of intellectual property rights in deliverables; licence to use deliverables; mixed assignment and licence of rights; licensing of third party materials; waiver of moral rights in deliverables; further assurance (intellectual property).
10. Reputation and goodwill: protection of second party reputation and goodwill; protection of first party reputation and goodwill.
11. Charges: obligation to pay charges; time-base charges limitations; amounts inclusive or exclusive of VAT; variation of charges.
12. Timesheets: obligation to keep timesheets; obligation to supply timesheets.
13. Payments: issue of invoices; time for payment of charges following invoice; payment methods; interest on late payments.
14. Confidentiality obligations: first party confidentiality undertaking; second party confidentiality undertaking; disclosure of confidential information to certain persons; exceptions to confidentiality obligations; disclosures of confidential information mandated by law etc; parties to stop using confidential information upon termination; parties to delete confidential information following termination; confidentiality obligations after termination.
15. Data protection: compliance with data protection laws; warranty of Client's right to disclose personal data (GDPR); details of personal data and purposes of processing by the Provider (GDPR); duration of personal data processing by Provider (GDPR); personal data processed by Provider on instructions (GDPR); authorised international transfers of personal data (GDPR); informing Client of illegal instructions (GDPR); personal data processed by Provider as required by law (GDPR); confidentiality obligations on Provider persons processing personal data (GDPR); security of personal data processed by Provider (GDPR); appointment of sub-processor by Provider (GDPR); authorisation for Provider to appoint sub-processors (GDPR); Provider to assist with exercise of data subject rights (GDPR); Provider to assist with compliance (GDPR); obligation to notify Client of personal data breach (GDPR); Provider to provide data protection compliance information (GDPR); deletion of personal data by Provider (GDPR); Provider to allow audit (GDPR); changes to data protection law.
16. Warranties: standard of services; first party general warranties; second party warranty of authority; exclusion of implied warranties and representations.
17. Indemnities: indemnity upon breach: any provision or specified provisions (with definition); conditions upon first party indemnity; indemnity upon breach: any provision or specified provisions (with definition); conditions upon second party indemnity; limitations of liability vs indemnities.
18. Limitations and exclusions of liability: caveats to limits of liability; interpretation of limits of liability; no liability for force majeure; no liability for loss of profits; no liability for loss of revenue; no liability for loss of use; no liability for loss of opportunities; no liability for loss of data or software; no liability for consequential loss; per event liability cap upon services contract; aggregate liability cap upon services contract.
19. Force Majeure Event: obligations suspended for force majeure; force majeure notification and information; mitigation of effects of force majeure.
20. Termination: termination without cause (optionally asymmetric); termination by either party without cause; termination upon breach; termination upon insolvency; termination upon non-payment.
21. Effects of termination: surviving provisions upon termination; termination does not affect accrued rights; Client datasets upon termination.
22. Status of Provider: first party is independent contractor not employee; no redundancy or compensation.
23. Notices: contractual notices must be in writing; methods and deemed receipt of contractual notices; substitute contact details for notices.
24. Subcontracting: no subcontracting without consent; subcontracting permitted; first party responsible for subcontracted obligations.
25. General: no waiver; severability; variation written and signed; no assignment without written consent; no third party rights; entire agreement; governing law; exclusive jurisdiction.
26. Interpretation: statutory references; section headings not affecting interpretation; calendar month meaning; no ejusdem generis..