The Actionistas – TERMS AND CONDITIONS
These general terms and conditions relate to all agreements between us when you buy services from us. Some services also have supplemental terms and conditions which will be provided to you in advance of any service commencing.
1 DEFINITIONS –
“Consumer” means an individual acting for purposes which are wholly or mainly outside that individual’s trade, business, craft or profession; (the meaning ascribed in regulation 4 of the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013
“Intellectual property rights” means any patent, trademark, service mark, registered design, copyright, design right, any contact or database rights, know-how, confidential information or process, any application for any of the above, and any other intellectual property right recognised in any part of the world whether or not presently existing or applied for, held by the owning party.
“Ongoing services” means any services we provide on an ongoing basis, as detailed in the Proposal.
“Services” means anything we do on your behalf, including any packages available on our websites
“We”, “Us” means The Actionistas (a trading name of ActionistasX Limited)
and any of our employees, officers, directors, agents, subsidiaries and affiliates. E-mail address support @ theactionistas.com
2 ABIDE BY TERMS
By using our organisation’s services you are confirming you are aged 18 or over, have read and understood and agree to be bound by the Proposal and terms and conditions. You are also confirming that you are not a consumer. Our services are only provided to businesses and therefore legislation which relates to consumers will not be applicable. Where you are entering into an agreement and providing instructions to us throughout the services on behalf of an organisation you confirm that you have the legal right to do so.
3 SUPPLY OF SERVICES
(1) Your acceptance and order is deemed complete when you sign an agreement or make payment to us. We reserve the right to refuse to accept any order.
(2) Our services are provided to the best of our ability and based on our representative’s personal experience and anything or information you provide. Any opinion, statement, recommendation or anything whatsoever shall not form a guarantee.
(3) Outcomes or results from our services, (on a PR, marketing, sales or other basis) are not guaranteed. You are responsible for your own results, holding us free of all responsibility and liability for actions, results or adverse situations.
(4) Whilst we will use our reasonable endeavours to supply the services, we are not responsible for unavailability or any failure to provide services and are not responsible for any electronic virus, or any other fault, defect or problems which may occur.
(5) Unless otherwise agreed, you are responsible for obtaining all and any licences, permission, consents and anything similar prior to the supply of services and must pay all associated costs.
(6) We reserve the right to suspend services and to substitute any person specified on a proposal. We may agree to only deal with nominated persons in your organisation. Otherwise anyone in your organisation can give us instructions.
(7)You are responsible for anything which you submit to us (including, but not limited to data, information, materials or documents) and must insure and take copies because we are not responsible for any destruction, damage or loss.
(8) Any report or documentation will be in the format and contain the information that we, in our absolute discretion, deem appropriate.
(9) Meetings – unless specified otherwise in the Proposal we propose venues. Any rearrangement you require at least 2 working days notice. Where meetings are not part of the Proposal or you change venue etc, you will be responsible for our travel, payable at our current usual hourly rate of £125 per hour.
4 THIRD PARTY
During the services you authorise us to deal with others (third parties) on your behalf. You agree to adhere to terms and conditions provided by those others with whom we deal on your behalf. We will advise you of third parties but where you are in any doubt whatsoever please contact us. We have no liability, obligation or responsibility for any activity, use or dispute between you and any third party.
5 PRICES AND PAYMENT
(1) Prices are fully outlined in the Proposal or website package, as applicable. Any changes you make are charged at our current usual hourly rate.
(2) Payment for all services (include any taxes) must be made in full, by UK cheque, or BACS in GBP Sterling within 7 days of the date of invoice.
(3) Ongoing services are paid a month in advance.
(4) Once ordered, you are responsible for non-payment or payment problems. If we do not receive payment within 7 days of the date of the invoice, then we will charge you 10% interest for each month or part thereof that the invoice, or any part of it, remains unpaid, until we receive full cleared payment together with all reasonable expenses incurred in obtaining payment from you.
(5) Any late or non-payment of staged or ongoing payments automatically means that all work stops until such time that full payment (including any accrued or extra payment) is made. No refunds will be made and no work or product of services will be released until full cleared payment is made.
(6) Unless you have our written agreement otherwise, a non-refundable deposit is payable by you before we commence any work. Please refer to the Proposal for our payment structure.
6 PAYMENT & PASSING OF RIGHTS
(1) Unless agreed otherwise, once you pay us in full you are assigned the rights to use the services and results for the agreed purposes. Unless specifically agreed in writing, all Intellectual Property remains our property and ownership does not pass to you. Rights to any third party items remain the property of the respective owners.
(2) No such rights in 6(1) above will pass until the cleared payment of all amounts due to us from you.
7 LICENSE TO US
You agree that we have a non-exclusive, sub-licensable, worldwide, and royalty-free licence for the whole of any term, including any renewal term, if applicable, to edit, modify, adapt, translate, exhibit, publish, transmit, participate in the transfer of, reproduce, create derivative works from, distribute, perform, display, and otherwise use your content as necessary solely for the purposes of rendering and operating our services to you.
8 RESPONSIBILITY AND MISUSE
(1) You agree that you are solely responsible for your use of any services provided to you, that you will not misuse them in any way other than legally and for their intended purposes. You are responsible for the actions of those who are, appear or purport to be a member of your organisation or working with it.
(2) You agree to abide by all copyright and intellectual rights and applicable laws. You agree that you will not breach any copyright in anything we own or supply to you
(3) We refuse to handle in any way, information, data or material which we, in our absolute discretion, deem to be illegal, offensive or controversial, and reserve the right to terminate our agreement with you without any notice.
(4) You specifically agree that we have no liability in respect of this clause and that you will indemnify us for any loss resulting from any breach of this clause.
9 ACCURACY AND RESPONSIBILITY
(1) You confirm that any data, information, materials or documents or anything passed to us have been checked by you as being accurate, suitable for the use you require, is proof-read, is final and requires no further amendment and does not breach any copyright, intellectual property or the rights of any third party, whatsoever in nature, is not contrary to any law and is virus-free and functions satisfactorily. This includes, where applicable, compliance with current legislation and other relevant industry codes of practice.
(2) You will provide us with any material we need in the specified format and time limits.
(3) You must proof-read and thoroughly check through and approve anything we supply to you. Unless otherwise agreed, you have 3 working days from receipt to advise us of any errors, omissions, mistakes or changes you would like. Once you have agreed work to be satisfactory then any subsequent changes you require are charged at our usual rate.
10 OUR ACCESS
You agree to do nothing which could restrict or inhibit our access for any examination, (including after complaint) regarding the services and will allow us full access to any equipment and information you may hold which relate to the services so that we can provide services within specified deadlines. We will not be held responsible in any way for your failure to do this.
11 DESIGN CREDIT
We reserve the right to include details of any services provided and results to show the nature of the work, for our use either on our website or in any promotional material or portfolio, as an example of our work together with, as we require, a link back to our website(s) on your website.
12 TIME ESTIMATE
Times provided are estimated and time is not of the essence and must not be relied on. We will not be liable for any loss or damage suffered because of any unavoidable or reasonable delay in completion.
(1) To the extent that the law allows we are not responsible for any loss whatsoever, incidental or consequential damage, or any loss whatsoever, including any third party losses or losses caused by third parties, arising out of installation, use (unauthorised or otherwise), errors, mistakes, accident, theft or fraud, destruction, transit or any part whatsoever of the provision of services, including any failure to provide.
(2) In the unlikely event that we would be held liable for any losses occurring as a result of using/ failing to use the services or at all, then such total damages for any loss whatsoever shall be limited, in relation to any one incident or series of related incidents, to 100% of the amount paid by you.
(3) You will indemnify us against all claims, costs and expenses which we may incur and which arise, directly or indirectly, from the Buyer’s breach of any of its obligations under any agreement with us.
14 INFORMATION & DATA PROTECTION
You are responsible for ensuring that any information you provide is accurate, correct and up-to-date. Any personal data is held according to current applicable Data Protection legislation subsisting in England.
15 ELECTRONIC ORDERS
In view of the nature of the services we provide and so that we can start work immediately, unless we have agreed otherwise in writing, we both agree that you waive any cancellation or refund rights which may be available to you.
16 QUERIES, COMPLAINTS & NOTICES
(1) Queries or complaints must be in writing, signed by an owner or director of your organisation and we aim to respond within 7 days of receipt.
(2) We then have 30 days to resolve any problems and, once resolved, you will not be entitled to any further claim in respect of the work done nor are you entitled to treat delivery thereof as a ground for repudiating our agreement, failing to pay for the work or cancelling further services.
(3) Notices for each other must be in writing, either by email or to the address which appears on any Proposal or to either of us at our usual place of business. Proof of sending must be retained.
(4) Although we are not bound by any professional or trade association Alternative Dispute Resolution Service Provider, if this becomes necessary we would advise you if and when we intend to use Alternative Dispute Resolution to resolve any dispute between us.
17 TERM, BREACH AND CANCELLATION
(1) We reserve the right to terminate
(i) Immediately, if you breach any term of any agreement or third party user agreement. You will not be entitled to any refund in respect of unused services.
(ii) By giving you 30 days notice for other reasons and we will refund you for any unused services or pre-paid fees within 30 days of the service ceasing. However we will not be responsible for any other liability whatsoever because services cease.
(2) You can terminate any agreement with us by giving us 30 days written notice. However you remain responsible for any services which you have ordered from us.
(3) If we do not act upon any breach immediately you should not assume that we have waived any rights as to enforceability or to seek redress, unless you have our express written agreement.
(1) Each clause or any part of any agreement is to be regarded as independent of the others. This means that should any clause or any part at all of any agreement between us be found to be unenforceable or invalid it will not affect the validity or enforceability of the rest of our agreement.
(2) We will not be liable for any delay or failure to perform any of our obligations if the delay or failure results from events or circumstances outside our reasonable control, including but not limited to acts of God, accidents, war, fire, strikes, lock outs, failure of any communications including computer system or telecommunications, breakdown of plant or machinery or shortage or unavailability of materials, and we are entitled to a reasonable extension of such obligations
(3) You specifically agree that we have full and exclusive working rights within the terms of provision of any agreement and that you will not involve other parties without our specific agreement in writing.
(4) Any rights given to you cannot be transferred, sold, rented or shared in any way by you and nobody else can benefit but you.
(5) These Terms & Conditions shall be interpreted, construed and enforced in accordance with English law and shall be subject to the exclusive jurisdiction of the English Courts.